**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 
| ý |   | **Annual  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**       |
|--------|--------|-------------------------------------------------------------------------------------------------|
|   |   |                                                                                            |
|   |   | **For the fiscal year ended March 31,  2003 or**                                                |
|   |   |                                                                                            |
| **o**  |   | **TRANSITION  REPORT PERSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF  1934** |

 

**For thetransition period from            to           **

 

**Commissionfile number 0-19443**

 

**BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP**

(Exact name of registrantas specified in its charter)

 

| **Delaware**                                                              |   | **04-3066791**                            |
|---------------------------------------------------------------------------|--------|-------------------------------------------|
| **(State or other jurisdiction  of incorporation or organization)**       |   | **(I.R.S. Employer  Identification No.)** |
|                                                                      |   |                                      |
| **One Boston Place, Suite 2100,  Boston, Massachusetts  02108** |
| **(Address of principal executive offices)**                              |
|                                                                      |   |                                      |
| **617-624-8900**                                                          |
| **(Registrants telephone number, including area code)**                   |

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Name of each exchange** |   | **Title of each class  on which registered** |
|---------------------------|--------|----------------------------------------------|
|                      |   |                                         |
| None                      |   | None                                         |

 

Securities registered pursuant to Section 12(g) of the Act:

 

**BeneficialAssignee Certificates**

(Title of Class)

 

Indicate by check mark whether the Partnership (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding twelve months (or for such shorter period thatthe Partnership was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. 

 
| YES |   | ý |   | NO |   | o |
|-----|--------|--------|--------|----|--------|---|

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.                                     ý

 

 

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DOCUMENTS INCORPORATED BYREFERENCE

 

The following documents of the Partnership are incorporated byreference:

 
| **Form 10-K  Parts** |   | **Document**                                 |
|----------------------|--------|----------------------------------------------|
|                 |   |                                         |
| Parts I, III         |   | October 25, 1989 Prospectus, as supplemented |
|                 |   |                                         |
| Parts II, IV         |   |                                         |

 

----

 

BOSTON CAPITAL TAXCREDIT FUND II LIMITED PARTNERSHIP

Form 10-K ANNUAL REPORTFOR THE YEAR ENDED MARCH 31, 2003

 

TABLE OF CONTENTS

 
| PART I    |
|-----------|
|      |   |
| Item 1.   | Business |
| Item 2.   | Properties |
| Item  3.  | Legal  Proceedings |
| Item  4.  | Submission  of Matters to a Vote of Security-Holders |
|      |   |
| PART II   |
|      |   |
| Item  5.  | Market  for the Registrant’s Limited Partnership Interests and Related Partnership  Matters |
| Item  6.  | Selected  Financial Data |
| Item  7.  | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |
| Item  8.  | Financial  Statements and Supplementary Data |
| Item  9.  | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure |
|      |   |
| PART III  |
|      |   |
| Item  10. | Directors  and Executive Officers of the Partnership |
| Item  11. | Executive  Compensation |
| Item  12. | Security  Ownership of Certain Beneficial Owners and Management |
| Item  13. | Certain  Relationships and Related Transactions |
| Item  14. | Controls  and Procedures |
|      |   |
| PART IV   |
|      |   |
| Item  15. | Exhibits,  Financial Statement Schedules, and Reports on Form 8-K |
|      | Signatures |

 

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PART I

 

Item 1.                                Business

 

Organization

 

Boston Capital Tax Credit Fund II Limited Partnership (the“Partnership”) is a limited partnership formed under the Delaware RevisedUniform Limited Partnership Act as of June 28, 1989. Effective as of June 1,2001 there was a restructuring, and as a result, the Fund’s general partner wasreorganized as follows.  The GeneralPartner of the Fund continues to be Boston Capital Associates II LimitedPartnership, a Delaware limited partnership. The general partner of the General Partner is BCA Associates LimitedPartnership, a Massachusetts limited partnership, whose sole general partner isC&M Management, Inc., a Massachusetts corporation.  John P. Manning is the principal of BostonCapital Partners, Inc. and C&M Management Inc. The limited partner of theGeneral Partner is Capital Investment Holdings, a general partnership whosepartners are certain officers and employees of Boston Capital Partners, Inc.,and its affiliates. The Assignor Limited Partner is BCTC II Assignor Corp., aDelaware corporation which is now wholly-owned by John P. Manning.

 

The Assignor Limited Partner was formed for the purpose of serving inthat capacity for the Partnership and will not engage in any otherbusiness.  Units of beneficial interestin the Limited Partnership Interest of the Assignor Limited Partner have beenassigned by the Assignor Limited Partner by means of beneficial assigneecertificates (“BACs”) to investors and investors are entitled to all the rightsand economic benefits of a Limited Partner of the Partnership including rightsto a percentage of the income, gains, losses, deductions, credits anddistributions of the Partnership.

 

A Registration Statement on Form S-11 and the related prospectus, assupplemented (the “Prospectus”) was filed with the Securities and ExchangeCommission and became effective October 25, 1989 in connection with a publicoffering (“Offering”) in series 7, 9 through 12, and 14.  The Partnership raised $186,337,517representing a total of 18,679,738 BACs. The Partnership completed sales ofBACs in all Series on January 27, 1992.

 

Description of Business

 

The Partnership’s principal business is to invest as a limited partnerin other limited partnerships (the “Operating Partnerships”), each of whichowns or leases and operates an Apartment Complex exclusively or partially for low-and moderate-income tenants.  EachOperating Partnership in which the Partnership invested owns ApartmentComplexes which are completed, newly-constructed, under construction orrehabilitation, or to-be constructed or rehabilitated, and which are expectedto receive Government Assistance.

 

Each Apartment Complex has qualified for the low-income housing taxcredit under Section 42 of the Code (the “Federal Housing Tax Credit”), therebyproviding tax benefits over a period of twelve years in the form of tax creditswhich investors may use to offset income, subject to certain strictlimitations, from other sources. Certain of the Apartment Complexes also qualified for the historic

 

1

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rehabilitation tax credit under Section 48 of the Code (the“Rehabilitation Tax Credit”).  TheFederal Housing Tax Credit and the Government Assistance programs are describedon pages 67 to 92 of the Prospectus, as supplemented, under the caption“Government Assistance Programs,” which is incorporated herein byreference.  Section 236 (f) (ii) of theNational Housing Act, as amended, in Section 101 of the Housing and UrbanDevelopment Act of 1965, as amended, each provide for the making by HUD of rentsupplement payments to low income tenants in properties which receive otherforms of federal assistance such as Tax Credits.  The payments for each tenant, which are made directly to theowner of their property, generally are in such amounts as to enable the tenantto pay rent equal to 30% of the adjusted family income.  Some of the Apartment Complexes in which thePartnership has invested are receiving such rent supplements from HUD.  HUD has been in the process of convertingrent supplement assistance to assistance paid not to the owner of the ApartmentComplex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress willcontinue rent supplement programs payable directly to owners of the ApartmentComplex.

 

As of March 31, 2003, the Partnership had invested in a total of 304Operating Partnerships; 14 Operating Partnerships on behalf of Series 7, 53Operating Partnerships on behalf of Series 9, 44 Operating Partnerships onbehalf of Series 10, 40 Operating Partnerships on behalf of Series 11, 53Operating Partnerships on behalf of Series 12, and 100 Operating Partnershipson behalf of Series 14. A description of these Operating Partnerships is setforth in Item 2 herein.

 

The business objectives of the Partnership are to:

 
| (1);   | preserve and protect  the Partnership’s capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (2)    | provide current tax  benefits to Investors in the form of (a) Federal Housing Tax Credits and  Rehabilitation Tax Credits, which an Investor may apply, subject to certain  strict limitations, against his federal income tax liability from active,  portfolio and passive income, and (b) passive losses which an Investor may  apply to offset his passive income (if any);                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3);   | provide capital  appreciation (except with respect to the Partnership’s investment in certain  Non-Profit Operating Partnerships) through increases in value of the  Partnership’s investments and, to the extent applicable, equity buildup  through periodic payments on the mortgage indebtedness with respect to the  Apartment Complexes                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (4)    | provide cash distributions  (except with respect to the Partnership’s investment in certain Non-Profit  Operating Partnerships) from a Capital Transaction as to the  Partnership.  The Operating  Partnerships intend to hold the Apartment Complexes for appreciation in  value.  The Operating Partnerships may  sell the Apartment Complexes after a period of time if financial conditions  in the future make such sales desirable and if such sales are permitted by  government restrictions; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (5)    | provide, on a current  basis and to the extent available, cash distributions from the operations of  the Apartment Complexes (no significant amount of which is anticipated).                                                                                                                                                                                                                                                                                                                                            |

 

2

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The business objectives and investment policies of the Partnership aredescribed more fully on pages 44 to 52 of the Prospectus, as supplemented,under the caption “Business Objectives and Investment Policies, “ which isincorporated herein by reference.

 

Item 2.                                Properties

 

The Partnership has acquired a Limited Partnership Interest in each ofthe 307 Operating Partnerships in 6 series identified in the table set forthbelow.  In each instance the ApartmentComplex owned by each of the Operating Partnerships is eligible for the FederalHousing Tax Credit. Initial occupancy of a unit in each Apartment Complex whichcomplied with the Minimum Set-Aside Test (i.e., initial occupancy by tenantswith incomes equal to no more than a certain percentage of area median income)and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed30% of the applicable income standards) is referred to hereinafter as“Qualified Occupancy.”  Each of theOperating Partnerships and each of the respective Apartment Complexes aredescribed more fully in the Prospectus or applicable Report on Form 8-K filedduring the past fiscal year.  TheGeneral Partner believes that there is adequate casualty insurance on theproperties.

 

Please refer to Item 7. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” for a more detailed discussionof operational difficulties experienced by certain of the OperatingPartnerships.

 

3

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Boston Capital Tax CreditFund II Limited Partnership - Series 7

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**                   |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The Bowditch School Lodging House    |   | Jamaica  Plain, MA |   | 50        |   | $                                      | 1,583,824 |          | 12/89  |            | 12/89  |                              | 100    | %                                | $      | 606,390 |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood  Apartments                |   | Cameron, MO        |   | 24        |   | 615,365                                |      | 12/89         |   | 12/89           |   | 100                               | %      | 157,254                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buckner  Properties                  |   | Buckner, MO        |   | 24        |   | 611,779                                |      | 12/89         |   | 3/89            |   | 100                               | %      | 146,287                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Creekside  Apartments                |   | Vandergrift, PA    |   | 30        |   | 1,076,045                              |      | 6/89          |   | 9/89            |   | 100                               | %      | 247,790                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Deer Hill II  Apartments             |   | Huntersville, NC   |   | 40        |   | 1,460,912                              |      | 2/90          |   | 5/89            |   | 100                               | %      | 333,370                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hillandale  Commons                  |   | Lithonia, GA       |   | 132       |   | 4,609,196                              |      | 12/89         |   | 1/90            |   | 100                               | %      | 1,138,907                        |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Leo A. Meyer  Senior Citizen Housing |   | King City, CA      |   | 44        |   | 1,658,088                              |      | 6/90          |   | 11/89           |   | 100                               | %      | 893,708                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lebanon  Properties II               |   | Lebanon, MO        |   | 24        |   | 566,528                                |      | 12/89         |   | 7/89            |   | 100                               | %      | 136,440                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oak Grove  Estates                   |   | Oak Grove, MO      |   | 20        |   | 478,062                                |      | 12/89         |   | 9/89            |   | 100                               | %      | 113,188                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oakview  Apartments                  |   | Delta, OH          |   | 38        |   | 1,111,917                              |      | 12/89         |   | 10/89           |   | 100                               | %      | 258,264                          |   |
|                                 |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Metropole  Apartments                |   | Miami Beach, FL    |   | 42        |   | 2,025,471                              |      | 12/89         |   | 12/89           |   | 100                               | %      | 694,581                          |   |
|                                      |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

4

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| **Property  Name**          |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rosenberg  Apartments       |   | Santa Rosa, CA      |   | 77        |   | $                                      | 1,742,683 |          | 2/90   |            | 1/92   |                              | 100    | %                                | $      | 1,943,360 |   |
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westwood Square  Apartments |   | Moore Head City, NC |   | 36        |   | 1,393,721                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 117,286                          |   |
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Winfield  Properties II     |   | Winfield, MO        |   | 24        |   | 602,504                                |      | 12/89         |   | 5/89            |   | 100                               | %      | 142,525                          |   |
|                             |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

5

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Boston Capital Tax CreditFund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**          |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Azalea Village  Apartments  |   | Crawford, GA     |   | 24        |   | $                                      | 632,816 |          | 5/90   |            | 5/90   |                              | 100    | %                                | $      | 143,206 |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Beaver Brook  Commons       |   | Pelham, NH       |   | 24        |   | 1,168,640                              |    | 4/90          |   | 5/90            |   | 91                                | %      | 290,403                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bent Creek  Apartments II   |   | Crest View, FL   |   | 24        |   | 700,250                                |    | 6/90          |   | 5/90            |   | 100                               | %      | 164,534                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Big Lake Seniors            |   | Big Lake, TX     |   | 20        |   | 550,159                                |    | 4/94          |   | 6/95            |   | 100                               | %      | 145,660                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Blanco Senior  Apts.        |   | Blanco, TX       |   | 20        |   | 511,941                                |    | 12/93         |   | 9/94            |   | 100                               | %      | 98,561                           |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood  Village Phase I |   | Kissimmee, FL    |   | 86        |   | 2,752,218                              |    | 4/90          |   | 4/90            |   | 100                               | %      | 831,650                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood  Village II      |   | Kissimmee, FL    |   | 42        |   | 1,412,498                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 416,268                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cambridge Manor             |   | Madison, FL      |   | 36        |   | 1,118,945                              |    | 4/90          |   | 1/90            |   | 100                               | %      | 268,523                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corinth Senior  Housing     |   | Corinth, NY      |   | 40        |   | 1,470,441                              |    | 4/90          |   | 2/90            |   | 100                               | %      | 384,000                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cotton Mill  Apartments     |   | Stuart, VA       |   | 40        |   | 1,453,613                              |    | 10/92         |   | 7/93            |   | 100                               | %      | 271,351                          |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country Hill  Apts.         |   | Cedar Rapids, IA |   | 166       |   | 4,310,552                              |    | 4/90          |   | 6/90            |   | 100                               | %      | 3,471,607                        |   |
|                        |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country Lane  Apts.         |   | Blakely, GA      |   | 32        |   | 1,015,996                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 211,916                          |   |
|                             |        |                  |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

6

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| **Property  Name**         |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|----------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fawn River  Apartments     |   | Sturgis, MI     |   | 100       |   | $                                      | 3,655,650 |          | 10/90  |            | 10/90  |                              | 100    | %                                | $      | 971,446 |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Garden Lake  Apartments    |   | Immokalee, FL   |   | 65        |   | 2,168,213                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 577,529                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenwood Hotel             |   | Porterville, CA |   | 36        |   | 684,046                                |      | 6/90          |   | 6/90            |   | 100                               | %      | 383,100                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand Princess  Manor      |   | St. Croix, USVI |   | 24        |   | 1,475,236                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 374,766                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand Princess  Villa      |   | St. Croix, USVI |   | 24        |   | 1,474,251                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 276,203                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Greenwich Senior  Housing  |   | Greenwich, NY   |   | 36        |   | 1,463,696                              |      | 4/90          |   | 2/90            |   | 100                               | %      | 340,000                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grifton Manor  Apts.       |   | Grifton, NC     |   | 40        |   | 1,228,644                              |      | 9/93          |   | 2/94            |   | 100                               | %      | 261,645                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hacienda Villa  Apartments |   | Firebaugh, CA   |   | 120       |   | 3,671,164                              |      | 4/90          |   | 1/90            |   | 100                               | %      | 1,343,294                        |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Haines City  Apartments    |   | Haines City, FL |   | 46        |   | 1,419,716                              |      | 4/90          |   | 2/90            |   | 100                               | %      | 339,465                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamlet Square              |   | Newfane, NY     |   | 24        |   | 936,499                                |      | 10/92         |   | 9/92            |   | 96                                | %      | 193,830                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hill St. Commons           |   | South Paris, ME |   | 25        |   | 1,468,846                              |      | 11/92         |   | 10/92           |   | 100                               | %      | 301,064                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Kristin Park  Apartments   |   | Las Vegas, NV   |   | 44        |   | 1,374,053                              |      | 3/90          |   | 6/90            |   | 100                               | %      | 313,200                          |   |
|                            |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

7

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| **Property  Name**                  |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-------------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Le Grand Apts.                      |   | Le Grand, CA     |   | 34        |   | $                                      | 1,712,804 |          | 11/92  |            | 10/93  |                              | 100    | %                                | $      | 419,011 |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longmeadow  Apartments              |   | Skowhegan, ME    |   | 28        |   | 1,463,395                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 284,000                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Magnolia Lane  Apartments           |   | Bloomingdale, GA |   | 48        |   | 1,460,380                              |      | 5/90          |   | 3/90            |   | 100                               | %      | 321,908                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maywood Apartments                  |   | Corning, CA      |   | 40        |   | 1,483,380                              |      | 3/90          |   | 7/90            |   | 100                               | %      | 365,280                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowcrest  Southfield, Apartments |   | Southfield, MI   |   | 83        |   | 2,836,657                              |      | 9/90          |   | 10/90           |   | 100                               | %      | 1,116,284                        |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mill Pond  Apartments               |   | Brooklyn, MI     |   | 36        |   | 1,095,184                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 250,175                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinewoods  Apartments               |   | Springfield, IL  |   | 168       |   | 4,109,156                              |      | 6/90          |   | 6/91            |   | 100                               | %      | 1,258,700                        |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine Ridge Place                    |   | Polkton, NC      |   | 16        |   | 630,567                                |      | 1/94          |   | 12/93           |   | 100                               | %      | 114,730                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pleasanton  Seniors Apts.           |   | Pleasanton, TX   |   | 24        |   | 611,398                                |      | 12/93         |   | 7/93            |   | 100                               | %      | 144,839                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Port Crossing                       |   | Portage, IN      |   | 160       |   | 3,576,610                              |      | 3/90          |   | 4/90            |   | 100                               | %      | 2,733,580                        |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Putney Meadows  Apts                |   | Putney, VT       |   | 28        |   | 1,408,780                              |      | 12/92         |   | 5/93            |   | 100                               | %      | 374,495                          |   |
|                                |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Quail Hollow  Apartments            |   | Homerville, GA   |   | 54        |   | 1,450,768                              |      | 5/90          |   | 1/90            |   | 100                               | %      | 363,353                          |   |
|                                     |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

8

----

 
| **Property  Name**            |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Quail Hollow II               |   | Raleigh, NC      |   | 36        |   | $                                      | 1,387,645 |          | 7/90   |            | 9/90   |                              | 100    | %                                | $      | 313,521 |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rainbow Gardens  Apartments   |   | Dunnellon, FL    |   | 36        |   | 1,198,055                              |      | 12/92         |   | 6/93            |   | 100                               | %      | 236,763                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Raitt Street  Apts.           |   | Santa Ana, CA    |   | 6         |   | 828,972                                |      | 5/93          |   | 8/93            |   | 100                               | %      | 416,200                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| School St. Apts.  II          |   | Marshall, WI     |   | 24        |   | 646,658                                |      | 6/93          |   | 6/93            |   | 100                               | %      | 652,967                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Scottsville  Hollow           |   | Scottsville, NY  |   | 36        |   | 1,410,539                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 304,060                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| St. Paul’s  Apartments   |   | St. Paul, NC     |   | 32        |   | 1,250,472                              |      | 5/90          |   | 9/90            |   | 100                               | %      | 263,165                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Surry Village II              |   | Surry, VA        |   | 24        |   | 770,014                                |      | 5/90          |   | 1/90            |   | 100                               | %      | 157,002                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tappahannock  Greens Apts.    |   | Tappahannock, VA |   | 40        |   | 1,485,540                              |      | 3/94          |   | 5/94            |   | 100                               | %      | 293,486                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Telluride  Apartments         |   | Telluride, CO    |   | 30        |   | 1,455,060                              |      | 9/90          |   | 11/90           |   | 100                               | %      | 300,033                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The Warren St.  Lodging House |   | Boston, MA       |   | 19        |   | 721,934                                |      | 3/90          |   | 5/90            |   | 100                               | %      | 460,900                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Twin Oaks  Apartments         |   | Raeford, NC      |   | 28        |   | 1,126,917                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 275,894                          |   |
|                               |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

9

----

 
| **Property  Name**          |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ventura Village             |   | Hernando, FL       |   | 53        |   | $                                      | 1,468,278 |          | 6/90   |            | 7/90   |                              | 100    | %                                | $      | 473,300 |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Oaks  Apartments II |   | Live Oak, FL       |   | 24        |   | 723,374                                |      | 6/90          |   | 2/90            |   | 100                               | %      | 164,291                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Warrensburg  Estates        |   | Warrensburg, MO    |   | 32        |   | 782,576                                |      | 4/90          |   | 4/90            |   | 100                               | %      | 181,849                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside  Apartments        |   | Providence, RI     |   | 40        |   | 2,311,029                              |      | 6/90          |   | 12/90           |   | 100                               | %      | 1,777,738                        |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westwood Square  Apartments |   | Moorehead City, NC |   | 36        |   | 1,393,721                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 195,391                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wilmington  Housing         |   | Wilmington, NY     |   | 24        |   | 1,033,585                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 237,279                          |   |
|                             |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

10

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**         |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|----------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Athens Park  Apartments    |   | Athens, AL      |   | 48        |   | $                                      | 1,321,852 |          | 8/90   |            | 6/90   |                              | 100    | %                                | $      | 354,144 |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Autumn Lane  Apartments    |   | Washington, GA  |   | 24        |   | 725,661                                |      | 8/89          |   | 11/90           |   | 100                               | %      | 168,234                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Baytree  Apartments        |   | Richlands, NC   |   | 24        |   | 946,822                                |      | 11/88         |   | 7/90            |   | 100                               | %      | 210,999                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Benchmark  Apartments      |   | China Grove, NC |   | 24        |   | 1,100,326                              |      | 11/88         |   | 7/90            |   | 100                               | %      | 223,328                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Berkshire  Apartments II   |   | Wichita, KS     |   | 66        |   | 1,686,911                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 1,183,452                        |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brentwood  Apartments      |   | Eunice, LA      |   | 32        |   | 943,901                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 205,470                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood  Apartments      |   | Middleburg, FL  |   | 52        |   | 1,464,776                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 509,251                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Butler Manor Apartments    |   | Morgantown, KY  |   | 16        |   | 496,806                                |      | 12/90         |   | 2/91            |   | 100                               | %      | 119,952                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Campbell Creek  Apartments |   | Dallas, GA      |   | 80        |   | 1,303,327                              |      | 12/91         |   | 10/90           |   | 100                               | %      | 735,000                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Candlewick Place           |   | Monroeville, AL |   | 40        |   | 1,239,932                              |      | 12/92         |   | 10/92           |   | 100                               | %      | 241,600                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarstone Apts.           |   | Poplarville, MS |   | 24        |   | 763,341                                |      | 5/93          |   | 5/93            |   | 100                               | %      | 180,800                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Charlton Court  Apartments |   | Folkston, GA    |   | 40        |   | 1,185,259                              |      | 12/92         |   | 1/93            |   | 100                               | %      | 263,520                          |   |
|                            |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

11

----

 
| **Property  Name**            |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chuckatuck  Square            |   | Suffolk VA        |   | 42        |   | $                                      | 1,441,053 |          | 11/90  |            | 2/90   |                              | 100    | %                                | $      | 320,900 |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cloverleaf  Apartments        |   | Bishopville, SC   |   | 24        |   | 844,658                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 153,900                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cloverleaf  Apts., Phase II   |   | Bishopville, SC   |   | 24        |   | 863,638                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 160,761                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Connellsville  Heritage Apts. |   | Connellsville, PA |   | 36        |   | 1,350,784                              |      | 11/90         |   | 3/90            |   | 100                               | %      | 325,460                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Freedom  Apartments           |   | Ford City, PA     |   | 28        |   | 1,038,050                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 262,791                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hartway Apts.                 |   | Munfordville, KY  |   | 32        |   | 902,613                                |      | 7/90          |   | 6/90            |   | 100                               | %      | 239,041                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hilltop Terrace               |   | Kingsland, GA     |   | 54        |   | 1,470,795                              |      | 8/90          |   | 7/90            |   | 100                               | %      | 455,851                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ironton Estates               |   | Ironton, MO       |   | 24        |   | 613,797                                |      | 5/93          |   | 1/93            |   | 100                               | %      | 157,976                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lambert Square  Apts.         |   | Lambert, MS       |   | 32        |   | 980,400                                |      | 11/92         |   | 12/92           |   | 100                               | %      | 192,347                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longview  Apartments          |   | Maysville, NC     |   | 24        |   | 862,214                                |      | 11/88         |   | 8/90            |   | 100                               | %      | 195,837                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maidu Village                 |   | Roseville, CA     |   | 81        |   | 1,878,192                              |      | 3/91          |   | 12/91           |   | 100                               | %      | 470,000                          |   |
|                               |        |                   |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

12

----

 
| **Property  Name**           |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mann Estates                 |   | Indianapolis, IN |   | 132       |   | $                                      | 3,192,845 |          | 7/90   |            | 10/90  |                              | 100    | %                                | $      | 1,980,000 |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowbrook Lane  Apartments |   | Americus, GA     |   | 50        |   | 1,459,204                              |      | 9/90          |   | 3/90            |   | 100                               | %      | 336,264                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Melrose Lane  Apartments     |   | Great Falls, SC  |   | 24        |   | 873,877                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 203,645                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mercer Manor                 |   | Mercer, PA       |   | 26        |   | 898,157                                |      | 11/90         |   | 8/90            |   | 96                                | %      | 220,450                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pecan Village  Apartments    |   | Ellaville, GA    |   | 30        |   | 777,013                                |      | 7/90          |   | 2/90            |   | 100                               | %      | 221,856                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Piedmont Hills               |   | Forsyth, GA      |   | 50        |   | 1,441,159                              |      | 7/90          |   | 9/90            |   | 100                               | %      | 439,958                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine View  Apartments        |   | Perry, FL        |   | 29        |   | 949,701                                |      | 9/90          |   | 12/90           |   | 100                               | %      | 277,405                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pines by the  Creek Apts.    |   | Newnan, GA       |   | 96        |   | 1,533,306                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 890,000                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine Grove Apts.             |   | Ackerman, MS     |   | 24        |   | 550,578                                |      | 9/93          |   | 6/94            |   | 100                               | %      | 169,926                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinetree Manor  Apts.        |   | Centreville, MS  |   | 32        |   | 968,363                                |      | 11/92         |   | 1/93            |   | 100                               | %      | 191,500                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rosewood Village  Apartments |   | Willacoochee, GA |   | 24        |   | 665,019                                |      | 7/90          |   | 7/90            |   | 100                               | %      | 147,480                          |   |
|                              |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

13

----

 
| **Property  Name**                 |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Springwood Park  Apartments        |   | Durham, NC          |   | 100       |   | $                                      | 2,814,963 |          | 3/91   |            | 5/91   |                              | 100    | %                                | $      | 1,000,000 |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stockton Estates                   |   | Stockton, MO        |   | 20        |   | 508,558                                |      | 2/93          |   | 1/93            |   | 100                               | %      | 120,352                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stratford Square  Apartments       |   | Brundidge, AL       |   | 24        |   | 742,961                                |      | 10/92         |   | 2/93            |   | 100                               | %      | 145,036                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer Glen  Apartments            |   | Immokalee, FL       |   | 45        |   | 1,464,658                              |      | 11/92         |   | 3/93            |   | 100                               | %      | 246,230                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summerwood  Apartments             |   | West Des Moines, IA |   | 86        |   | 2,187,025                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 2,015,183                        |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Sunmark  Apartments                |   | Morgantown, KY      |   | 24        |   | 760,220                                |      | 8/90          |   | 12/90           |   | 100                               | %      | 176,669                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Commons                    |   | Lawton, MI          |   | 58        |   | 1,549,883                              |      | 11/90         |   | 6/90            |   | 100                               | %      | 323,665                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington  Heights Apartments, IV |   | Bismarck, ND        |   | 24        |   | 471,312                                |      | 11/90         |   | 7/90            |   | 100                               | %      | 381,010                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woods Hollow  Apartments           |   | Centreville, MI     |   | 24        |   | 676,132                                |      | 11/90         |   | 2/90            |   | 100                               | %      | 132,700                          |   |
|                               |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments               |   | Lisbon, ME          |   | 28        |   | 1,464,665                              |      | 12/90         |   | 11/90           |   | 100                               | %      | 397,630                          |   |
|                                    |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

14

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**          |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Academy Hill  Apartments    |   | Ahoskie, NC           |   | 40        |   | $                                      | 1,360,924 |          | 2/91   |            | 2/91   |                              | 100    | %                                | $      | 319,224 |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Aspen Square  Apartments    |   | Tazewell, VA          |   | 60        |   | 1,813,949                              |      | 11/90         |   | 11/90           |   | 100                               | %      | 356,495                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Bridgeview  Apartments      |   | Emlenton, PA          |   | 36        |   | 1,346,713                              |      | 12/90         |   | 12/89           |   | 100                               | %      | 327,257                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buckeye Senior  Apartments  |   | Buckeye, AZ           |   | 41        |   | 1,324,550                              |      | 12/90         |   | 8/90            |   | 100                               | %      | 311,480                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Campbell Creek  Apartments  |   | Dallas, GA            |   | 80        |   | 1,303,327                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 142,000                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cambridge Manor  Apartments |   | Macon, MS             |   | 47        |   | 1,600,131                              |      | 5/93          |   | 4/93            |   | 100                               | %      | 356,356                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Church Hill  Apartments     |   | Church Point, LA      |   | 32        |   | 944,334                                |      | 12/90         |   | 1/91            |   | 100                               | %      | 205,750                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Copper Creek  Apartments    |   | Lebanon, VA           |   | 36        |   | 1,161,540                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 237,647                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Coronado Hotel              |   | Tuscon, AZ            |   | 42        |   | 227,126                                |      | 3/91          |   | 3/91            |   | 100                               | %      | 614,050                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Crestwood  Apartments       |   | St. Cloud, FL         |   | 216       |   | 3,905,014                              |      | 1/91          |   | 6/91            |   | 100                               | %      | 5,636,484                        |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| El Dorado  Springs Est.     |   | El Dorado Springs, MO |   | 24        |   | 574,006                                |      | 11/90         |   | 9/90            |   | 100                               | %      | 133,790                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Eldon Est. II               |   | Eldon, MO             |   | 24        |   | 574,495                                |      | 12/90         |   | 11/90           |   | 100                               | %      | 131,340                          |   |
|                             |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

15

----

 
| **Property  Name**            |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Eldon Manor                   |   | Eldon, MO          |   | 24        |   | $                                      | 553,108 |          | 12/90  |            | 11/90  |                              | 100    | %                                | $      | 241,980 |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Elmwood Manor  Apartments     |   | Eutaw, AL          |   | 47        |   | 1,603,699                              |    | 5/93          |   | 12/93           |   | 100                               | %      | 333,440                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Fairridge Lane  Apartments    |   | Denmark, SC        |   | 24        |   | 761,283                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 209,326                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Fairridge  Village Apartments |   | Denmark, SC        |   | 24        |   | 808,553                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 186,381                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Farmerville  Square Apts.     |   | Farmerville, LA    |   | 32        |   | 957,428                                |    | 1/91          |   | 4/91            |   | 100                               | %      | 212,280                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Forest Glade  Apartments      |   | Wauchula, FL       |   | 50        |   | 1,466,148                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 420,565                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Franklin School               |   | Great Falls, MT    |   | 40        |   | 1,209,042                              |    | 10/90         |   | 12/91           |   | 100                               | %      | 1,453,270                        |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hilltop Apts.                 |   | Los Lunas, NM      |   | 40        |   | 1,402,487                              |    | 1/93          |   | 11/92           |   | 100                               | %      | 258,455                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Holland Meadows               |   | Holland, NY        |   | 24        |   | 889,429                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 213,880                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Holley Grove                  |   | Holley, NY         |   | 24        |   | 907,033                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 207,360                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Ivan Woods  Senior Apts.      |   | Delta Township, MI |   | 90        |   | 2,561,538                              |    | 2/91          |   | 4/91            |   | 100                               | %      | 1,184,275                        |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Kaplan Manor  Apartments      |   | Kaplan, LA         |   | 32        |   | 915,650                                |    | 12/90         |   | 12/90           |   | 100                               | %      | 198,460                          |   |
|                               |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

16

----

 
| **Property  Name**             |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakewood Village  Apartments   |   | Lake Providence, LA |   | 32        |   | $                                      | 943,562 |          | 1/91   |            | 5/91   |                              | 100    | %                                | $      | 223,827 |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Licking  Apartments            |   | Licking, MO         |   | 16        |   | 401,613                                |    | 11/91         |   | 3/92            |   | 100                               | %      | 90,436                           |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| London Arms                    |   | Miami Beach, FL     |   | 58        |   | 2,670,528                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 937,961                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maidu Village                  |   | Roseville, CA       |   | 81        |   | 1,878,192                              |    | 3/91          |   | 12/91           |   | 100                               | %      | 530,000                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Nevada Manor                   |   | Nevada, MO          |   | 24        |   | 640,051                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 143,270                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oatka Meadows                  |   | Warsaw, NY          |   | 24        |   | 908,285                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 206,670                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Osage Place                    |   | Arkansas City, KS   |   | 38        |   | 1,218,016                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 522,999                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pines by the  Creek Apartments |   | Newnan, GA          |   | 96        |   | 1,533,306                              |    | 12/90         |   | 10/90           |   | 100                               | %      | 245,000                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Sandy Pines  Manor             |   | Punta Gorda, FL     |   | 44        |   | 1,464,701                              |    | 12/90         |   | 7/90            |   | 100                               | %      | 399,977                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Sierra Springs  Apartments     |   | Tazewell, VA        |   | 36        |   | 1,162,435                              |    | 11/90         |   | 11/90           |   | 100                               | %      | 299,634                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| South Fork  Heights            |   | South Fork, CO      |   | 48        |   | 1,459,502                              |    | 2/91          |   | 2/91            |   | 100                               | %      | 343,358                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Twin Oaks  Apartments          |   | Allendale, SC       |   | 24        |   | 773,183                                |    | 12/90         |   | 9/90            |   | 100                               | %      | 206,888                          |   |
|                                |        |                     |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

17

----

 
| **Property  Name**           |   | **Location**   |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|------------------------------|--------|----------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Walnut Village  Apartments   |   | Manning, SC    |   | 24        |   | $                                      | 829,580 |          | 11/90  |            | 11/90  |                              | 100    | %                                | $      | 183,244 |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Washington Manor  Apartments |   | Washington, LA |   | 32        |   | 946,517                                |    | 1/91          |   | 3/91            |   | 100                               | %      | 216,990                          |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Wildridge  Apartments        |   | Jesup, GA      |   | 48        |   | 1,374,771                              |    | 1/91          |   | 4/91            |   | 100                               | %      | 329,130                          |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Windsor Apts.                |   | Metter, GA     |   | 53        |   | 1,448,708                              |    | 12/92         |   | 5/93            |   | 100                               | %      | 248,207                          |   |
|                              |        |                |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

18

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**          |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bowman Village  Apartments  |   | Bowman, GA        |   | 24        |   | $                                      | 657,944 |          | 6/91   |            | 10/91  |                              | 100    | %                                | $      | 139,879 |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brandywood  Apartments      |   | Oak Creek, WI     |   | 54        |   | 1,676,187                              |    | 12/91         |   | 9/91            |   | 100                               | %      | 1,532,506                        |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brentwood Manor  Apartments |   | Clarkson, KY      |   | 24        |   | 736,194                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 173,969                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Briarwick  Apartments       |   | Nicholasville, KY |   | 40        |   | 1,215,441                              |    | 4/91          |   | 4/91            |   | 100                               | %      | 323,941                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bridgerun  Townhomes        |   | Cannon Falls, MN  |   | 18        |   | 544,533                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 458,800                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bucksport Park  Apartments  |   | Bucksport, ME     |   | 24        |   | 1,355,539                              |    | 6/91          |   | 8/91            |   | 100                               | %      | 334,600                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Campbell Creek  Apartments  |   | Dallas, GA        |   | 80        |   | 1,303,327                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 593,000                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cananche Creek  Apartments  |   | Norton, VA        |   | 36        |   | 1,221,142                              |    | 5/91          |   | 6/91            |   | 100                               | %      | 276,695                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Carson Village  Apartments  |   | Wrightsville, GA  |   | 24        |   | 644,529                                |    | 10/91         |   | 6/92            |   | 100                               | %      | 161,452                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Clymer House  Apartments    |   | Clymer, PA        |   | 26        |   | 1,103,272                              |    | 6/91          |   | 10/91           |   | 100                               | %      | 254,097                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corcoran Garden  Apartments |   | Corcoran, CA      |   | 38        |   | 1,602,373                              |    | 2/91          |   | 11/90           |   | 100                               | %      | 432,438                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cornish Park                |   | Cornish, ME       |   | 25        |   | 1,438,668                              |    | 6/91          |   | 6/91            |   | 100                               | %      | 333,000                          |   |
|                             |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

19

----

 
| **Property  Name**               |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|----------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Crescent City  Senior Apartments |   | Crescent City, CA  |   | 38        |   | $                                      | 1,843,010 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 474,536 |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Earlimart Senior  Apartments     |   | Earlimart, CA      |   | 35        |   | 1,330,325                              |      | 6/91          |   | 6/91            |   | 100                               | %      | 364,515                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Evanwood  Apartments             |   | Hardinsburg, KY    |   | 24        |   | 745,306                                |      | 6/91          |   | 5/91            |   | 100                               | %      | 167,221                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fox Run  Apartments              |   | Jesup, GA          |   | 24        |   | 591,551                                |      | 12/91         |   | 7/92            |   | 100                               | %      | 150,033                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin House Apts.             |   | Liberty, MO        |   | 21        |   | 279,734                                |      | 5/93          |   | 1/88            |   | 100                               | %      | 137,836                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamilton Village  Apartments     |   | Preston, GA        |   | 20        |   | 562,542                                |      | 10/91         |   | 3/92            |   | 100                               | %      | 140,948                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hunters Park  Apartments         |   | Tarboro, NC        |   | 40        |   | 1,394,091                              |      | 5/91          |   | 4/91            |   | 100                               | %      | 320,175                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ivan Woods  Senior Apartments    |   | Delta Township, MI |   | 90        |   | 2,561,538                              |      | 2/91          |   | 4/91            |   | 100                               | %      | 778,688                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Keenland  Apartments             |   | Burkesville, KY    |   | 24        |   | 726,270                                |      | 6/91          |   | 9/91            |   | 100                               | %      | 164,246                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lakeridge  Apartments            |   | Eufala, AL         |   | 30        |   | 906,060                                |      | 3/91          |   | 4/91            |   | 100                               | %      | 186,780                          |   |
|                             |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Laurel Village  Apartments       |   | Wadley, GA         |   | 24        |   | 653,825                                |      | 10/91         |   | 5/92            |   | 100                               | %      | 149,058                          |   |
|                                  |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

20

----

 
| **Property  Name**             |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Los Caballos II  Apts.         |   | Hatch, NM         |   | 24        |   | $                                      | 733,059 |          | 7/91   |            | 8/91   |                              | 100    | %                                | $      | 164,740 |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marlboro Place  Apartments     |   | Bennettsville, SC |   | 24        |   | 826,216                                |    | 3/91          |   | 2/91            |   | 100                               | %      | 192,779                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Melville Plaza  Apartments     |   | Melville, LA      |   | 32        |   | 881,706                                |    | 7/91          |   | 10/91           |   | 100                               | %      | 178,564                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Nanty Glo House  Apartments    |   | Nanty Glo, PA     |   | 36        |   | 1,458,948                              |    | 6/91          |   | 7/91            |   | 100                               | %      | 353,000                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Newport Village                |   | Franklin, VA      |   | 48        |   | 1,468,739                              |    | 4/91          |   | 11/90           |   | 100                               | %      | 355,000                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakleigh Apartments            |   | Abbeville, LA     |   | 32        |   | 902,679                                |    | 8/91          |   | 3/92            |   | 100                               | %      | 178,716                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oak Street  Apartments         |   | Scott City, MO    |   | 24        |   | 592,644                                |    | 6/91          |   | 11/91           |   | 100                               | %      | 138,149                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakwood  Apartments            |   | Mamou, LA         |   | 32        |   | 895,659                                |    | 8/91          |   | 1/92            |   | 100                               | %      | 180,819                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pines by the  Creek Apartments |   | Newnan,  GA  |   | 96        |   | 1,533,306                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 645,000                          |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pinewoods  Apartments          |   | Springfield, IL   |   | 168       |   | 4,109,156                              |    | 7/91          |   | 6/91            |   | 100                               | %      | 2,880,000                        |   |
|                           |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Portales Estates               |   | Portales, NM      |   | 44        |   | 1,423,323                              |    | 7/91          |   | 7/91            |   | 100                               | %      | 365,100                          |   |
|                                |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

21

----

 
| **Property  Name**              |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|---------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Prairie West  Apts. III         |   | West Fargo, ND    |   | 24        |   | $                                      | 485,452 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 360,698 |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Ridgeway Court  III Apartments  |   | Bemidji, MN       |   | 24        |   | 893,390                                |    | 4/91          |   | 1/91            |   | 100                               | %      | 180,186                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| River Reach  Apts.              |   | Crystal River, FL |   | 41        |   | 1,350,419                              |    | 5/91          |   | 5/91            |   | 100                               | %      | 351,421                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rockmoor  Apartments            |   | Banner Elk, NC    |   | 12        |   | 556,201                                |    | 5/91          |   | 3/91            |   | 100                               | %      | 95,818                           |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Shawnee Ridge  Apartments       |   | Norton, VA        |   | 20        |   | 659,728                                |    | 5/91          |   | 5/91            |   | 100                               | %      | 145,606                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Springwood Park  Apartments     |   | Durham, NC        |   | 100       |   | 2,814,963                              |    | 3/91          |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Spring Mountain  Apartments     |   | Pahrump, NV       |   | 33        |   | 1,348,712                              |    | 5/91          |   | 4/91            |   | 100                               | %      | 290,406                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Stonegate Manor                 |   | Perry, FL         |   | 36        |   | 998,582                                |    | 5/91          |   | 12/90           |   | 100                               | %      | 274,321                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Summit Ridge  Apartments        |   | Palmdale, CA      |   | 304       |   | 8,516,143                              |    | 10/92         |   | 12/93           |   | 100                               | %      | 3,674,306                        |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Turner Lane  Apartments         |   | Ashburn, GA       |   | 24        |   | 713,221                                |    | 5/91          |   | 7/91            |   | 100                               | %      | 147,090                          |   |
|                            |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Union Baptist  Plaza Apartments |   | Springfield, IL   |   | 24        |   | 367,714                                |    | 5/91          |   | 4/91            |   | 100                               | %      | 432,648                          |   |
|                                 |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

22

----

 
| **Property  Name**             |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Uptown  Apartments             |   | Salyersville, KY |   | 16        |   | $                                      | 515,299 |          | 5/91   |            | 3/91   |                              | 100    | %                                | $      | 121,700 |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Villas of  Lakeridge           |   | Eufala, AL       |   | 18        |   | 525,875                                |    | 3/91          |   | 3/91            |   | 100                               | %      | 96,868                           |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Waynesboro  Village Apartments |   | Waynesboro, TN   |   | 48        |   | 1,355,893                              |    | 4/91          |   | 1/91            |   | 100                               | %      | 310,510                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Windsor Court II               |   | Windsor, VA      |   | 24        |   | 727,162                                |    | 4/91          |   | 11/90           |   | 100                               | %      | 169,347                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodcrest Manor  Apartments    |   | Woodville, MS    |   | 24        |   | 701,689                                |    | 6/91          |   | 11/91           |   | 100                               | %      | 138,579                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodlawn Village  Apartments   |   | Abbeville, GA    |   | 36        |   | 1,001,222                              |    | 10/91         |   | 4/92            |   | 100                               | %      | 229,601                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments           |   | Grove City, PA   |   | 32        |   | 1,141,510                              |    | 4/91          |   | 3/91            |   | 100                               | %      | 229,291                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Yorkshire  Townhome Apts.      |   | Fort Smith, AR   |   | 50        |   | 817,247                                |    | 9/93          |   | 8/94            |   | 98                                | %      | 874,069                          |   |
|                                |        |                  |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

23

----

 

Boston Capital Tax CreditFund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OFMarch 31, 2003

 
| **Property  Name**          |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ada Village  Apts.          |   | Ada, OK               |   | 44        |   | $                                      | 1,015,697 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 158,976 |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Amherst Village             |   | Amherst, VA           |   | 48        |   | 1,574,630                              |      | 1/92          |   | 1/92            |   | 100                               | %      | 322,796                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Belmont Village  Court      |   | Belmont, NY           |   | 24        |   | 918,187                                |      | 1/92          |   | 12/91           |   | 100                               | %      | 201,300                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Bethel Park  Apartments     |   | Bethel, ME            |   | 24        |   | 1,471,378                              |      | 12/91         |   | 3/92            |   | 100                               | %      | 324,100                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard Senior  Apts. II  |   | Blanchard, LA         |   | 24        |   | 590,224                                |      | 10/91         |   | 9/91            |   | 100                               | %      | 143,628                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard  Village Apts.    |   | Blanchard, OK         |   | 8         |   | 213,137                                |      | 1/93          |   | 7/93            |   | 100                               | %      | 32,954                           |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brantwood Lane  Apartments  |   | Centreville, AL       |   | 36        |   | 1,130,195                              |      | 7/91          |   | 9/91            |   | 100                               | %      | 237,873                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Breckenridge  Apartments    |   | McColl, SC            |   | 24        |   | 857,472                                |      | 1/92          |   | 3/92            |   | 100                               | %      | 186,065                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood Apartments  Ph II |   | Middleburg,   FL |   | 50        |   | 1,473,475                              |      | 2/92          |   | 4/92            |   | 100                               | %      | 293,694                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The Bridge  Building        |   | New York, NY          |   | 15        |   | 0                                      |      | 1/92          |   | 12/91           |   | 100                               | %      | 1,037,770                        |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buchanan Court              |   | Warren, PA            |   | 18        |   | 716,827                                |      | 7/91          |   | 11/90           |   | 100                               | %      | 160,600                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Burnt Ordinary  Village     |   | Toano, VA             |   | 22        |   | 701,276                                |      | 7/91          |   | 7/91            |   | 100                               | %      | 159,400                          |   |
|                             |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

24

----

 
| **Property  Name**                |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-----------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carleton Court  Apartments        |   | Providence RI     |   | 46        |   | $                                      | 2,883,206 |          | 12/91  |            | 12/91  |                              | 100    | %                                | $      | 1,496,922 |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carriage Run  Apartments          |   | Emporia, VA       |   | 40        |   | 1,297,110                              |      | 10/91         |   | 4/92            |   | 100                               | %      | 259,980                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedar View  Apartments            |   | Brinkley, AR      |   | 32        |   | 1,251,805                              |      | 5/92          |   | 10/92           |   | 100                               | %      | 254,016                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarwood  Apartments             |   | Pembroke, NC      |   | 36        |   | 1,398,841                              |      | 10/91         |   | 1/92            |   | 100                               | %      | 326,310                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chapparral  Apartments            |   | Kingman, AZ       |   | 20        |   | 687,710                                |      | 8/91          |   | 7/91            |   | 100                               | %      | 198,275                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| College Green                     |   | Chili, NY         |   | 110       |   | 3,712,242                              |      | 3/95          |   | 8/95            |   | 100                               | %      | 755,771                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Colorado City  Seniors Apartments |   | Colorado City, TX |   | 24        |   | 536,216                                |      | 10/91         |   | 10/91           |   | 100                               | %      | 98,721                           |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cottonwood Apts.  II              |   | Cottonport LA     |   | 24        |   | 708,841                                |      | 10/91         |   | 7/91            |   | 100                               | %      | 152,664                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Country Meadows  Apartments       |   | Sioux Falls, SD   |   | 44        |   | 940,776                                |      | 11/91         |   | 10/91           |   | 100                               | %      | 922,350                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Countryside  Fulton, Manor        |   | MS                |   | 24        |   | 658,088                                |      | 10/91         |   | 8/91            |   | 100                               | %      | 151,868                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Davis Village  Apts.              |   | Davis, OK         |   | 44        |   | 1,143,819                              |      | 1/93          |   | 9/93            |   | 100                               | %      | 180,452                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Devenwood  Apartments             |   | Ridgeland, SC     |   | 24        |   | 861,072                                |      | 7/92          |   | 1/93            |   | 100                               | %      | 186,000                          |   |
|                                   |        |                   |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

25

----

 
| **Property  Name**            |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|-------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Duncan Village  Apts.         |   | Duncan, OK            |   | 48        |   | $                                      | 1,105,152 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 172,005 |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Edison Village  Apartments    |   | Edison, GA            |   | 42        |   | 1,181,173                              |      | 7/91          |   | 2/92            |   | 100                               | %      | 274,144                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ethel Bowman  Proper House    |   | Tionesta, PA          |   | 36        |   | 1,411,310                              |      | 2/92          |   | 1/92            |   | 100                               | %      | 334,160                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Excelsior  Springs Properties |   | Excelsior Springs, MO |   | 24        |   | 616,068                                |      | 2/92          |   | 4/91            |   | 100                               | %      | 150,651                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fairground Place  Apts.       |   | Bedford, KY           |   | 19        |   | 685,976                                |      | 3/95          |   | 8/95            |   | 100                               | %      | 176,963                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Four Oaks  Village Apartments |   | Four Oaks, NC         |   | 24        |   | 882,234                                |      | 3/92          |   | 6/92            |   | 100                               | %      | 179,900                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin Vista  III Apts.     |   | Anthony, NM           |   | 28        |   | 917,301                                |      | 1/92          |   | 4/92            |   | 100                               | %      | 179,685                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Friendship  Village           |   | Bel Air, MD           |   | 32        |   | 1,423,265                              |      | 1/92          |   | 6/91            |   | 100                               | %      | 226,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park                |   | Merced, CA            |   | 12        |   | 381,956                                |      | 1/94          |   | 6/90            |   | 100                               | %      | 125,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park  II            |   | Merced, CA            |   | 15        |   | 472,610                                |      | 1/94          |   | 6/89            |   | 100                               | %      | 365,925                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven Park  III           |   | Merced, CA            |   | 15        |   | 475,035                                |      | 1/94          |   | 12/89           |   | 100                               | %      | 225,500                          |   |
|                               |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

26

----

 
| **Property  Name**                 |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|------------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Glenhaven  Estates                 |   | Merced, CA         |   | 13        |   | $                                      | 267,940 |          | 1/94   |            | 6/89   |                              | 100    | %                                | $      | 134,000 |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Green Village  Apts. II            |   | Standardsville, VA |   | 16        |   | 578,686                                |    | 4/92          |   | 11/91           |   | 100                               | %      | 99,100                           |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Greenleaf  Apartments              |   | Bowdoinham, ME     |   | 21        |   | 1,114,870                              |    | 11/91         |   | 8/92            |   | 100                               | %      | 295,085                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hughes Springs  Seniors Apartments |   | Hughes Springs, TX |   | 32        |   | 778,867                                |    | 10/91         |   | 8/91            |   | 100                               | %      | 183,674                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Harrison City  Apts.               |   | Penn Township, PA  |   | 38        |   | 1,462,483                              |    | 7/92          |   | 9/92            |   | 100                               | %      | 311,775                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hessmer Village  Apartments        |   | Hessmer, LA        |   | 32        |   | 898,391                                |    | 12/91         |   | 4/92            |   | 100                               | %      | 186,503                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hillmont Village  Apartments       |   | Micro, NC          |   | 24        |   | 873,423                                |    | 9/91          |   | 1/92            |   | 100                               | %      | 184,900                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hunters Run  Apartments            |   | Douglas, GA        |   | 50        |   | 1,428,173                              |    | 12/91         |   | 2/92            |   | 100                               | %      | 322,368                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Independence  Apartments           |   | Mt. Pleasant, PA   |   | 28        |   | 1,069,309                              |    | 8/91          |   | 6/91            |   | 100                               | %      | 223,100                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Indian Creek  Apartments           |   | Kilmarnock, VA     |   | 20        |   | 788,733                                |    | 7/91          |   | 4/91            |   | 100                               | %      | 174,400                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Jarratt Village  Apartments        |   | Jarratt, VA        |   | 24        |   | 821,050                                |    | 10/91         |   | 12/91           |   | 100                               | %      | 159,140                          |   |
|                               |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Kingfisher  Village Apts.          |   | Kingfisher, OK     |   | 8         |   | 160,475                                |    | 1/93          |   | 12/93           |   | 100                               | %      | 24,365                           |   |
|                                    |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

27

----

 
| **Property  Name**               |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|----------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| La Gema del Barrio  Apts.        |   | Santa Ana, CA     |   | 6         |   | $                                      | 664,214 |          | 6/92   |            | 8/92   |                              | 100    | %                                | $      | 458,000 |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lafayettee  Gardens Apartments   |   | Scott, LA         |   | 56        |   | 1,058,863                              |    | 10/91         |   | 11/91           |   | 100                               | %      | 437,688                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lake Isabella  Senior Apartments |   | Lake Isabella, CA |   | 46        |   | 1,971,838                              |    | 9/91          |   | 1/92            |   | 100                               | %      | 442,457                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeside Manor  Apartments       |   | Schroon Lake, NY  |   | 24        |   | 1,043,631                              |    | 11/91         |   | 1/92            |   | 96                                | %      | 249,349                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeview Meadows                 |   | Battle Creek, MI  |   | 53        |   | 1,518,541                              |    | 1/92          |   | 6/92            |   | 100                               | %      | 1,018,808                        |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakewood Terrace  Apts.          |   | Lakeland, FL      |   | 132       |   | 3,496,058                              |    | 11/93         |   | 8/89            |   | 100                               | %      | 725,312                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lana Lu  Apartments              |   | Lonaconing, MD    |   | 30        |   | 1,467,102                              |    | 12/91         |   | 9/92            |   | 100                               | %      | 303,261                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lexington  Village Apts.         |   | Lexington, OK     |   | 8         |   | 205,080                                |    | 1/93          |   | 11/93           |   | 100                               | %      | 32,178                           |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maidu Village                    |   | Roseville, CA     |   | 81        |   | 1,878,192                              |    | 1/92          |   | 12/91           |   | 100                               | %      | 1,096,199                        |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marion Apartments                |   | Manor Marion,LA   |   | 32        |   | 991,352                                |    | 2/92          |   | 6/92            |   | 100                               | %      | 199,708                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maysville  Village Apts.         |   | Maysville, OK     |   | 8         |   | 213,007                                |    | 1/93          |   | 10/93           |   | 100                               | %      | 33,726                           |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Montague Place  Apartments       |   | Caro, MI          |   | 28        |   | 1,126,342                              |    | 12/91         |   | 12/91           |   | 100                               | %      | 432,320                          |   |
|                                  |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

28

----

 
| **Property  Name**             |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Navapai  Apartments            |   | Prescott Valley, AZ |   | 26        |   | 872,588                                |      | 6/91          |   | 4/91            |   | 100                               | %      | 207,330                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Nevada City  Senior Apartments |   | Grass Valley, CA    |   | 60        |   | $                                      | 3,507,094 |          | 1/92   |            | 10/92  |                              | 100    | %                                | $      | 839,300 |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Newellton Place  Apartments    |   | Newellton, LA       |   | 32        |   | 925,289                                |      | 2/92          |   | 4/92            |   | 100                               | %      | 190,600                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| New River  Overlook Apartments |   | Radford, VA         |   | 40        |   | 1,466,397                              |      | 8/91          |   | 2/92            |   | 100                               | %      | 285,371                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Northridge  Apartments         |   | Arlington, TX       |   | 126       |   | 2,006,662                              |      | 1/92          |   | 2/92            |   | 98                                | %      | 741,300                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oak Ridge  Apartments          |   | Crystal Springs, MS |   | 40        |   | 1,289,358                              |      | 1/92          |   | 1/92            |   | 100                               | %      | 308,578                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oakland Village  Apts.         |   | Littleton, NC       |   | 24        |   | 841,894                                |      | 5/92          |   | 8/92            |   | 100                               | %      | 161,939                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Okemah Village  Apts.          |   | Okemah, OK          |   | 30        |   | 676,419                                |      | 1/93          |   | 5/93            |   | 100                               | %      | 119,832                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pineridge  Apartments          |   | McComb, MS          |   | 32        |   | 994,243                                |      | 10/91         |   | 10/91           |   | 100                               | %      | 238,995                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pineridge  Elderly             |   | Walnut Cove, NC     |   | 24        |   | 968,387                                |      | 10/91         |   | 3/92            |   | 100                               | %      | 199,311                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pittsfield Park  Apartments    |   | Pittsfield, ME      |   | 18        |   | 1,033,959                              |      | 12/91         |   | 6/92            |   | 100                               | %      | 237,300                          |   |
|                           |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Plantation  Apartments         |   | Richmond Hill, GA   |   | 49        |   | 1,402,245                              |      | 12/91         |   | 11/91           |   | 100                               | %      | 320,858                          |   |
|                                |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

29

----

 
| **Property  Name**             |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy   3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|--------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|------------------------------------|--------|----------------------------------|--------|
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Portville Square  Apartments   |   | Portville, NY   |   | 24        |   | 895,581                                |    | 3/92          |   | 3/92            |   | 100                                | %      | 198,100                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Prague Village  Apts.          |   | Prague, OK      |   | 8         |   | $                                      | 105,751 |          | 1/93   |            | 3/93   |                               | 100    | %                                | $      | 21,373 |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Rainbow Commons  Apartments    |   | Marshfield WI   |   | 48        |   | 693,841                                |    | 9/91          |   | 6/91            |   | 100                                | %      | 1,126,901                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Rainier Manor  Apartments      |   | Mt. Rainier, MD |   | 104       |   | 3,537,442                              |    | 3/92          |   | 1/93            |   | 100                                | %      | 1,190,350                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Rosenberg Hotel                |   | Santa Rosa, CA  |   | 77        |   | 1,742,683                              |    | 12/91         |   | 1/92            |   | 100                                | %      | 1,850,000                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Rosewood Manor  Apartments     |   | Ellenton, FL    |   | 43        |   | 1,422,986                              |    | 12/91         |   | 11/91           |   | 100                                | %      | 302,250                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| San Jacinto  Senior Apartments |   | San Jacinto, CA |   | 46        |   | 2,345,531                              |    | 1/92          |   | 10/91           |   | 100                                | %      | 588,965                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Smithville  Properties         |   | Smithville, MO  |   | 48        |   | 1,230,587                              |    | 2/92          |   | 5/91            |   | 100                                | %      | 285,384                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Snow Hill Ridge  Apartments    |   | Raleigh, NC     |   | 32        |   | 1,174,589                              |    | 10/91         |   | 12/91           |   | 100                                | %      | 307,524                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                               |   |                             |   |
| Spring Creek  Village          |   | Derby, KS       |   | 72        |   | 1,614,809                              |    | 6/91          |   | 9/91            |   | 100                                | %      | 1,634,760                        |   |
|                                |        |                 |        |           |        |                                        |         |               |        |                 |        |                                    |        |                                  |        |  |  |

 

30

----

 
| **Property  Name**              |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|---------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Spring Valley  Apartments       |   | Lexington Park, MD |   | 128       |   | $                                      | 4,756,745 |          | 11/91  |            | 12/92  |                              | 100    | %                                | $      | 2,877,811 |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Springwood Park  Apartments     |   | Durham, NC         |   | 100       |   | 2,814,963                              |      | 10/91         |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer Lane  Apartments         |   | Santee, SC         |   | 24        |   | 864,294                                |      | 7/91          |   | 11/91           |   | 100                               | %      | 176,291                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summit Ridge  Apartments        |   | Palmdale, CA       |   | 304       |   | 8,516,143                              |      | 10/92         |   | 12/93           |   | 100                               | %      | 1,236,600                        |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Titusville  Apartments          |   | Titusville PA      |   | 30        |   | 1,225,017                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 280,829                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Townview  Apartments            |   | St.Mary’s, PA |   | 36        |   | 1,364,277                              |      | 9/91          |   | 10/91           |   | 100                               | %      | 315,700                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tyrone House  Apartments        |   | Tyrone, PA         |   | 36        |   | 1,465,843                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 349,800                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Valley Ridge  Senior Apartments |   | Central Valley, CA |   | 38        |   | 1,802,050                              |      | 1/92          |   | 12/91           |   | 100                               | %      | 456,600                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Victoria Place                  |   | Victoria, VA       |   | 39        |   | 1,359,497                              |      | 1/92          |   | 6/92            |   | 100                               | %      | 287,736                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Villa West Apts.  IV            |   | Topeka, KS         |   | 60        |   | 1,406,593                              |      | 8/91          |   | 1/91            |   | 100                               | %      | 1,392,873                        |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village Green                   |   | Raleigh, NC        |   | 42        |   | 675,745                                |      | 5/92          |   | 9/91            |   | 100                               | %      | 581,446                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington Court                |   | Abingdon, VA       |   | 39        |   | 1,151,137                              |      | 7/91          |   | 8/91            |   | 100                               | %      | 295,250                          |   |
|                                 |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

31

----

 
| **Property  Name**           |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/02** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/03** |   | **Cap Con  Paid  Thru  3/31/03** |   |
|------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wesley Village  Apartments   |   | Martinsburg, WV |   | 36        |   | $                                      | 1,296,566 |          | 10/91  |            | 6/92   |                              | 100    | %                                | $      | 266,253 |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside  Apartments         |   | Louisville, MS  |   | 33        |   | 784,702                                |      | 3/92          |   | 1/92            |   | 100                               | %      | 191,014                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wildwood Terrace  Apartments |   | Wildwood, FL    |   | 40        |   | 1,250,136                              |      | 10/91         |   | 10/91           |   | 100                               | %      | 281,647                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments         |   | Belleview, FL   |   | 41        |   | 1,199,655                              |      | 11/91         |   | 10/91           |   | 100                               | %      | 268,500                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wynnewood  Village Apts.     |   | Wynnewood, OK   |   | 16        |   | 387,056                                |      | 1/93          |   | 11/93           |   | 100                               | %      | 67,443                           |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Yorkshire  Corners           |   | Delevan, NY     |   | 24        |   | 914,204                                |      | 8/91          |   | 9/91            |   | 100                               | %      | 191,500                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Zinmaster  Apartments        |   | Minneapolis, MN |   | 36        |   | 1,746,117                              |      | 1/95          |   | 1/88            |   | 100                               | %      | 150,000                          |   |
|                              |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

32

----

 

 

Item 3.                                LegalProceedings

 

None.

 

Item 4.                                Submissionof Matters to a Vote of Security Holders

 

None.

 

33

----

 

PART II

 

Item 5.             Market for theRegistrant’s Partnership Interests and Related Partnership Matters

 

(a)                                  MarketInformation

 

The Partnership is classified as a limited partnershipand thus has no common stock.  There isno established public trading market for the BACs and it is not anticipatedthat any public market will develop.

(b)                                 Approximatenumber of security holders

 

As of March 31, 2003, the Partnership has 11,333registered BAC holders for an aggregate of 18,679,738 BACs which were offeredat a subscription price of $10 per BAC.

 

The BACs were issued in series.  Series 7 consists of 801 investors holding1,036,100 BACs, Series 9 consists of 2,164 investors holding 4,178,029 BACs,Series 10 consists of 1,622 investors holding 2,428,925 BACs, Series 11consists of 1,348 investors holding 2,489,599 BACs, Series 12 consists of 1,884investors holding 2,972,795 BACs, and Series 14 consists of 3,514 investorsholding 5,574,290 BACs at March 31, 2003.

(c)                                  Dividendhistory and restriction

 

The Partnership has made no distributions of Net CashFlow to its BAC Holders from its inception, June 28, 1989 through March 31,2003.

 

The Partnership Agreement provides that Profits,Losses and Credits will be allocated each month to the holder of record of aBAC as of the last day of such month. Allocation of Profits, Losses and Credits among BAC Holders will be madein proportion to the number of BACs held by each BAC Holder.

 

Any distributions of Net Cash Flow or Liquidation, Saleor Refinancing Proceeds will be made within 180 days of the end of the annualperiod to which they relate. Distributions will be made to the holders of record of a BAC as of thelast day of each month in the ratio which (i) the BACs held by such Person onthe last day of the calendar month bears to (ii) the aggregate number of BACsoutstanding on the last day of such month.

 

Partnership allocations and distributions aredescribed on pages 107 to 112 of the Prospectus, as supplemented, which areincorporated herein by reference.

 

During the year ended March 31, 2003, the Fund madedistribution to the Series 10 Limited Partners in the amount of $769,321.  The distribution was from the proceeds fromthe sale of one of the Operating Partnerships.

 

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Item 6.             Selected FinancialData

 

The information set forth below presents selected financial data of thePartnership for each of the five years in the period ended March 31, 2003.Additional detailed financial information is set forth in the audited financialstatements listed in Item 15 hereof.

 
|                                                                                                                        |   | **March 31,  2003** |       | **March 31,  2002** |   | **March 31,  2001** |   | **March 31,  2000** |       | **March 31,  1999** |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|---------------------|------------|---------------------|--------|---------------------|--------|---------------------|------------|---------------------|--------|
| Operations                                                                                                                  |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Interest &  other Inc                                                                                                   |   | $                   | 56,293     |                | $      | 53,149              |   | $                   | 61,179     |                | $      | 92,529 |   | $ | 110,392 |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Share of Loss Of  Operating Partnerships                                                                                    |   | (5,855,904          | )          | (5,815,333          | )      | (5,981,076          | )      | (5,998,233          | )          | (7,498,353          | )      |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Operating Exp                                                                                                               |   | (4,034,177          | )          | (2,639,786          | )      | (2,834,858          | )      | (2,701,882          | )          | (3,177,618          | )      |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss                                                                                                                    |   | $                   | (9,833,788 | )                   | $      | (8,401,970          | )      | $                   | (8,754,755 | )                   | $      | (8,607,586 | ) | $ | (10,565,579 | ) |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss per BAC                                                                                                            |   | $                   | (.52       | )                   | $      | (.45                | )      | $                   | (.46       | )                   | $      | (.46 | ) | $ | (.56 | ) |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Balance Sheet                                                                                                               |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Total Assets                                                                                                                |   | $                   | 29,506,804 |                | $      | 38,568,793          |   | $                   | 44,443,818 |                | $      | 50,584,819 |   | $ | 56,648,106 |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Total  Liabilities                                                                                                          |   | $                   | 26,412,221 |                | $      | 24,871,101          |   | $                   | 22,344,156 |                | $      | 19,730,402 |   | $ | 17,186,103 |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Capital                                                                                                                     |   | $                   | 3,094,583  |                | $      | 13,697,692          |   | $                   | 22,099,662 |                | $      | 30,854,417 |   | $ | 39,462,003 |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Other Data                                                                                                                  |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                        |   |                |       |                |   |                |   |                |       |                |   |
| Credit per BAC  for the Investors Tax Year, for the twelve months ended December 31,  2002, 2001, 2000, 1999 and 1998* |   | $                   | .29        |                | $      | .74                 |   | $                   | 1.19       |                | $      | 1.23 |   | $ | 1.39 |   |

 

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Credit per BAC is a weighted average of all theSeries.  Since each Series has investedas a limited partner in different Operating Partnerships the Credit per BACwill vary slightly from series to series. For more detailed information refer to Item 7. Results of Operations.

 

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Item 7.                                Management’sDiscussion and Analysis of Financial Condition and Results of Operations

 

This Management’s Discussion and Analysis of Financial Condition andResults of Operations contains forward-looking statements such as ourintentions, hopes, beliefs, expectations, strategies and predictions of ourfuture activities, or other future events or conditions. Such statements are“forward looking statements” within the meaning of Section 27A of theSecurities Act of 1993, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended, and are intended to be covered by the safe harborscreated thereby. Investors are cautioned that all forward-looking statementsinvolve risks and uncertainty, including, without limitation, the factorsidentified in Part I, Item 1 of this Report. Although we believe that theassumptions underlying the forward-looking statements contained herein arereasonable, any of the assumptions could be inaccurate, and, therefore, therecan be no assurance that the forward-looking statements included in this Reportwill prove to be accurate. In light of the significant uncertainties inherentin the forward-looking statements included herein, the inclusion of suchinformation should not be regarded as a representation by us or any otherperson that our objectives and plans will be achieved.

 

Liquidity

 

The Partnership’s primary source of funds was the proceeds of itsPublic Offering.  Other sources ofliquidity include (i) interest earned on capital contributions unpaid as ofMarch 31, 2003 and on working capital reserves and (ii) cash distributions fromoperations of the Operating Partnerships in which the Partnership has invested.  These sources of liquidity, along with thePartnership’s working capital reserve, are available to meet the obligations ofthe Partnership.  The Partnership doesnot anticipate significant cash distributions from operations of the OperatingPartnerships.

 

The Partnership is currently accruing the annual partnership managementfee to enable each series to meet current and future third party obligations.During the fiscal year ended March 31, 2003 the Partnership accrued, net ofpayments made, $1,527,952 in annual partnership management fees.  The amount is lower than in recent years dueto payments made by Series 9 and Series 14, from proceeds of reporting feesreceived and payments made by Series 10 from proceeds from the sale of one ofthe Operating Partnerships.  As of March31, 2003 the accrued partnership management fees totaled $25,665,254.  Pursuant to the Partnership Agreement, suchliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from such salesor refinancing will be used to satisfy such liabilities.  The Partnership anticipates that there willbe sufficient cash to meet future third party obligations.  The Partnership does not anticipatesignificant cash distributions in the long or short term from operations of theOperating Partnerships.

 

An affiliate of the general partner has advanced $401,715 to thePartnership to pay certain third party operating expenses and to fund advancesto operating partnerships. Of this amount, no additional funds were advancedduring the fiscal year ended March 31, 2003. The allocation of the total 

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advanced through March 31, 2003, to four of the six series is asfollows:  $161,547 to Series 7, $4,960to Series 9, $62,550 to Series 12 and $172,658 to Series 14.  These, and any additional advances, will bepaid, without interest, from available cash flow, reporting fees, or theproceeds of the sale or refinancing of the Partnership’s interest in OperatingPartnerships.  The Partnershipanticipates that as the Operating Partnerships continue to mature, more cashflow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership’s workingcapital and will be available to meet future third party obligations of thePartnership.  The Partnership iscurrently pursuing, and will continue to pursue, available cash flow andreporting fees and anticipates that the amount collected will be sufficient tocover third party operating expenses.

 

Capital Resources

 

The Partnership offered BACs in a public offering declared effective bythe Securities and Exchange Commission on October 25, 1989.  The Partnership received and acceptedsubscriptions for $186,337,517 representing 18,679,738 BACs from investorsadmitted as BAC Holders in Series 7, 9 through 12 and 14 of the Partnership.

 

Offers and sales of BACs in Series 7, 9 through 12, and 14 of thePartnership were completed and the last of the BACs in Series 14 were issued bythe Partnership on January 27, 1992.

 

(Series 7).  The Partnershipcommenced offering BACs in Series 7 on November 14, 1989.  The Partnership had received and acceptedsubscriptions for $10,361,000, representing 1,036,100 BACs from investorsadmitted as BAC Holders in Series 7. Offers and sales of BACs in Series 7 were completed and the last of theBACs in Series 7 were issued by the Partnership on December 29, 1989.

 

As of March 31, 2003 the net proceeds from the offer and sale of BACsin Series 7 had been used to invest in a total of 14 Operating Partnerships inan aggregate amount of $7,774,651, and the Partnership had completed payment ofall installments of its capital contributions to the Operating Partnerships.  Series 7 net offering proceeds in the amountof $9,823 remain in working capital.

 

(Series 9).  The Partnershipcommenced offering BACs in Series 9 on February 1, 1990.  The Partnership had received and acceptedsubscriptions for $41,574,518, representing 4,178,029 BACs from investorsadmitted as BAC Holders in Series 9. Offers and sales of BACs in Series 9 were completed and the last of theBACs in Series 9 were issued by the Partnership on April 30, 1990.

 

As of March 31, 2003 the net proceeds from the offer and sale of BACsin Series 9 had been used to invest in a total of 53 Operating Partnerships inan aggregate amount of $31,605,286, and the Partnership had completed paymentof installments of its capital contributions to the Operating Partnerships.  Series 9 net offering proceeds in the amountof $291,217 remain in working capital. As of March 31, 2003, Series 9 also held proceeds from the sale of oneof the Operating Partnerships in the amount of $1,739,655.

 

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(Series 10).  The Partnershipcommenced offering BACs in Series 10 on May 7, 1990.  The Partnership had received and accepted subscriptions for$24,288,997 representing 2,428,925 BACs from investors admitted as BAC Holdersin Series 10.  Offers and sales of BACsin Series 10 were completed and the last of the BACs in Series 10 were issuedby the Partnership on August 24, 1990.

 

As of March 31, 2003 the net proceeds from the offer and sale of BACsin Series 10 had been used to invest in a total of 44 Operating Partnerships inan aggregate amount of $18,555,455, and the Partnership had completed paymentof all installments of its capital contributions to the OperatingPartnerships.  Series 10 net offeringproceeds in the amount of $121,830 remain in working capital.

 

(Series 11).  The Partnershipcommenced offering BACs in Series 11 on September 17, 1990.  The Partnership had received and acceptedsubscriptions for $24,735,002, representing 2,489,599 BACs in Series 11.  Offers and sales of BACs in Series 11 were completedand the last of the BACs in Series 11 were issued by the Partnership onDecember 31, 1990.

 

During the fiscal year ended March 31, 2003, the Partnership did notuse any of Series 11’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2003 the net proceeds from the offer and sale of BACs inSeries 11 had been used to invest in a total of 40 Operating Partnerships in anaggregate amount of $18,894,372.  ThePartnership has completed payment of all installments of its capitalcontributions to 39 of the 40 Operating Partnerships.  Series 11 net offering proceeds in the amount of $369,202 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to one Operating Partnership and to fund working capitalexpenses.

 

(Series 12).  The Partnershipcommenced offering BACs in Series 12 on February 1, 1991.  The Partnership had received and acceptedsubscriptions for $29,649,003, representing 2,972,795 BACs in Series 12.  Offers and sales of BACs in Series 12 werecompleted and the last of the BACs in Series 12 were issued by the Partnershipon April 30, 1991.

 

During the fiscal year ended March 31, 2003, the Partnership did notuse any of Series 12’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2003 the net proceeds from the offer and sale of BACs inSeries 12 had been used to invest in a total of 53 Operating Partnerships in anaggregate amount of $22,356,179.  ThePartnership has completed payment of all installments of its capitalcontributions to 51 of the 53 Operating Partnerships.  Series 12 net offering proceeds in the amount of $39,674 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to two Operating Partnerships and to fund working capitalexpenses.

 

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(Series 14).  The Partnershipcommenced offering BACs in Series 14 on May 20, 1991.  The Partnership had received and accepted subscriptions for$55,728,997, representing 5,574,290 BACs in Series 14.  Offers and sales of BACs in Series 14 werecompleted and the last of the BACs in Series 14 were issued by the Partnershipon January 27, 1992.

 

During the fiscal year ended March 31, 2003, the Partnership did notuse any of Series 14’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnership. As of March 31, 2003 the net proceeds from the offer and sale of BACs inSeries 14 had been used to invest in a total of 100 Operating Partnerships inan aggregate amount of $42,034,328.  ThePartnership has completed payment of all installments of its capitalcontributions to 88 of the 100 Operating Partnerships.  Series 14 net offering proceeds in the amountof $596,549 remain to be used by the Partnership to pay outstandinginstallments of capital contributions to Operating Partnerships and to fundworking capital expenses. As of March 31, 2003, Series 14 also held proceedsfrom the sale of one of the Operating Partneships in the amount of $465,982.

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable tothe General Partner and/or its affiliates in an amount equal to 0.5% of theaggregate cost of the Apartment Complexes owned by the Operating Partnerships,less the amount of certain partnership management and reporting fees paid bythe Operating Partnerships.  The annualpartnership management fee, net of reporting fees received, charged tooperations for the fiscal years ended March 31, 2003 and 2002 was $1,831,759and $2,258,377, respectively. The significant decrease in the current fiscalyear is mainly the result of the payment outstanding reporting fees for theyears 1992 through 2002 by one of the Operating Partnerships in Series 9 andSeries 14 totaling approximately $368,000. The Partnership’s investment objectives do not include receipt ofsignificant cash distributions from the Operating Partnerships in which it hasinvested.  The Partnership’s investmentsin Operating Partnerships have been made principally with a view towardsrealization of Federal Housing Tax Credits for allocation to its partners andBAC holders.

 

All series in Boston Capital Tax Credit Fund II Limited Partnershipexperienced a decrease in the tax credits generated per BAC from calendar year2001 to 2002.  The OperatingPartnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total creditscould be spread over as many as 13 years. In cases where the actual number of years is more than 10, the creditsdelivered in the early and later years will be less than the maximum allowableper year.  The decrease in credits fromcalendar year 2001 to 2002 results from the fact that a large number of theOperating Partnerships are in their final years of credit.  The decrease in tax credits generated perBAC is expected to continue until all credits have been realized and taxcredits generated per BAC will be reduced to zero.

 

(Series 7).  As of March 31,2003 and 2002, the average Qualified Occupancy for the series was 100%.  The Series had a total of 14 properties atMarch 31, 2003, all of which were at 100% qualified occupancy.

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For the tax years ended December 31, 2002 and 2001, the series, intotal, generated $664,635 and $733,886, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.04 and$.30, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002, Investments in Operating Partnershipsfor Series 7 was $133,996 and $263,837, respectively.  Investments in Operating Partnerships was affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years ended December 31, 2002 and 2001 Series 7 reflects a netincome from Operating Partnerships of $168,853 and $103,758, respectively,adjusted for depreciation which is a non-cash item.

 

The city of Miami Beach issued a safety and health violations notice toMetropole Apartments Associates LP (Metropole Apartments) in the fourth quarterof 2000.  The Operating General Partnerevaluated the issue, conducted a needs assessment on the property, providedfunding for corrective actions, and has addressed as many of the issues aspossible.  At this time the managementcompany reports that the issues have been satisfactorily addressed. TheInvestment General partner visited the site in third quarter 2002 and confirmedall issues regarding city violations were resolved. There were several capitalimprovements including carpet replacement in all the common areas and newinterior lighting in the hallways. The Residential section of the property hasnow achieved an occupancy rate of 97% through the first quarter of 2003 andrent collections are strong.  On May 8,2003, the Investment General Partner received notice from the lender thatproperty taxes have not been paid for the tax years 2001 and 2002.  The total amount currently delinquent is$102,749.  The lender has given a 60-daycure period in which to bring taxes current. Failure to comply within 60 days will constitute an event of defaultunder the mortgage.  The outstandingtaxes were paid in early July.

 

(Series 9).  As of March 31,2003 and 2002, the average Qualified Occupancy for the series was 99.8%,respectively. The series had a total of 53 properties as of March 31, 2003, ofwhich 51 were at 100% qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001, the series, intotal, generated $3,679,995 and $2,940,626, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.23 and$.27, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2003 and 2002, the Investments in OperatingPartnerships for Series 9 was $2,197,296 and $4,855,583, respectively.Investments in Operating Partnerships was affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnership adjusts its investmentcost for its share of each Operating Partnership’s results of operations andfor any distributions received or accrued.

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**For the years ended December31, 2002 and 2001 Series 9 reflects a net income from Operating Partnerships of$2,549,086 and $251,551, respectively, adjusted for depreciation which is anon-cash item.  The increase in adjustednet income is mainly the result of income reported by one of the Operating Partnerships,California Investors V, that was sold in the current fiscal year.**

 

California Investors V****(Somerset Apartments) is a 156-unitproperty located in Antioch, CA in which Series 9 and Series 14 invested$3,920,000 and $1,050,000, respectively. The property****was sold in the fourth quarter of 2002 forproceeds to Series 9 and Series 14 of $1,982,683 and $531,078,respectively.  This amounted toapproximately 50.58% of the original equity investment made by each Series inthe Operating Partnership. The Operating General Partner is currently holding$250,000 of the total sale proceeds until the Operating Partnership entity hasbeen dissolved.  Of the proceedsreceived and to be received it is estimated that approximately $1,952,113 and$522,877, respectively will be returned to the investors in Series 9 and Series14.  The remaining total of $110,000will be paid to Boston Capital Asset Management Limited Partnership (BCAMLP)for fees and expenses related to the sale. The total returned to the investors will be distributed based on thenumber of BACs held by each investor at the time of the sale. The breakdown ofthe amount paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale,which includes but is not limited to due diligence, legal and mailing costs;$100,000 represents a fee for overseeing and managing the disposition of theproperty.  Prior to the sale of theOperating Partnership it reimbursed the Investment Partnerships approximately$368,000 in reporting fees that it owed. The Investment Partnerships in turn used the money to pay a portion ofthe accrued Asset Management Fees owed to BCAMLP.  Consequently, the Investment Partnerships are not withholding aportion of the sale proceeds to make a payment toward the outstanding AssetManagement Fee accruals. Since the Investment in Operating Partnership balancesof California Investors V for Series 9 and Series 14 were not equal to the saleproceeds received by each series, they have recorded a gain/(loss) on the saleof the Operating Partnership of $275,743 and $(420,816), respectively.

** **

**Series 9 has invested in 3Operating Partnerships (the “Calhoun Partnerships”) in which the OperatingGeneral Partner is Riemer Calhoun, Jr. or an entity, which is affiliatedwith and controlled by Riemer Calhoun (the “Riemer Calhoun Group”).  The Operating Partnerships are Big LakeSeniors Apts., Blanco Seniors Apts. Ltd. and Pleasanton, Ltd.  The affordable housing properties owned bythe Calhoun Partnerships are located in Texas and consist of approximately 64apartment units in total.  The lowincome housing tax credit available annually to Series 9 from the CalhounPartnerships is approximately $75,331, which is approximately 9% of the totalannual tax credit available to investors in Series 9.**

 

In the summer of 2002, the US Attorney for the Western District ofLouisiana notified the Investment General Partner that the Riemer Calhoun Groupwas under investigation by several federal agencies for the allegedmanipulation of property cost certifications. In early 2003, the Investment General Partner learned that theUS Attorney intended to bring criminal charges against certain members ofthe Riemer Calhoun Group for falsifying the certified cost basis upon which theLouisiana Housing Finance Agency

 

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determined the tax credit calculation with respect to approximately 40Operating Partnerships in which Series 9 is not an investor.  The Investment Limited Partner used thesecertifications in determining the tax credits investors would receive throughtheir investment in the Calhoun Partnerships. In effect, it appears that the contractor that built the apartmentproperties (an affiliate of Mr. Calhoun’s) overbilled the respectiveOperating Partnerships, thereby improperly inflating the cost certification andthe amount of tax credit generated.

 

In late March 2003, Riemer Calhoun pleaded guilty to charges of wirefraud and conspiracy to commit equity skimming.   Sentencing is scheduled for late July 2003 and is likely toinvolve fines and incarceration. (Certain other business associates of Riemer Calhoun earlier pleadedguilty to various related charges.)

 

The Investment General Partner has cooperated fully with theUS Attorney in the investigation, and there has been no suggestion of anywrongdoing on the part of it or any of its affiliates.

 

The Internal Revenue Service has commenced an audit of the CalhounPartnerships, which will finally determine the amount of overstated taxcredits.  At the Investment General Partnerand its affiliates insistence, Riemer Calhoun has personally funded an escrowin the amount of $1,282,202 which will be available to compensate investors forany tax credits which are ultimately disallowed by the IRS.  It is hoped, but not certain, that theescrow fund will be sufficient to fully protect investors. (We are alsopursuing a resolution with the IRS whereby escrow funds would be used to make asettlement payment directly to the IRS instead of requiring affectedPartnerships and investors to restate tax returns to reflect less credit andthen pay additional taxes.)

 

With respect to each of the Calhoun Partnerships where Riemer Calhounhas been the Operating General Partner or in control of an entity which hasbeen the Operating General Partner, the Investment General Partner and itsaffiliates are in the process of replacing them with another entity which iscontrolled by Murray Calhoun, the son of Riemer Calhoun.  Murray Calhoun is the principal of CalhounProperty Management, L.L.C., which has provided property level managementservices for the apartment properties owned by the Calhoun Partnerships.  Murray Calhoun also cooperated fully withthe criminal investigation of his father, and the Investment General Partnerand its affiliates have confirmed directly with the US Attorney that noevidence was found of any wrongdoing on the part of Murray Calhoun.

 

The Investment General Partner and its affiliates have undertakendiscussions with the Rural Housing Service of the U.S. Department of Agriculture,in its capacity as first mortgage lender for each of the Calhoun Partnerships,to make sure that all of the mortgage loans are and will continue to be in goodstanding notwithstanding the overstated credit and the criminal prosecutionresulting therefrom.  RHS has alsoindicated that it will consent to the replacement of general partners notedabove.

 

Finally, the Investment General Partner and its affiliates arereviewing their business dealings with the Calhoun Partnerships in general toattempt to determine if any other irregularities have occurred.

 

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In April of 2000, Marshall School Street II, LLC became the OperatingGeneral Partner and the property manager for School Street II Limited Partnership(School Street Apts. II). Since taking control, the management company hascompleted the capital improvements program and improved the tenant selectioncriteria. As a result, occupancy has increased and stabilized. During 2001 and2002, the averaged occupancy was 98% and 94%, respectively.  Average occupancy for the first quarter of2003 is 92%.  The improved occupancy andtenant selection criteria increased cash flow significantly in 2002, butoperations remained below breakeven due to high operating expenses.  Management has replaced faulty water valveswhich were responsible for the property’s high utility expenses.  As a result the 2002 operating expensesdeclined by 13% versus 2001. The General Partner projects the property to cashflow in the second half of 2003 as they further control operating expenses andincrease rents. The Operating General Partner continues to fund any operatingcash deficits. The mortgage, taxes, insurance and accounts payables arecurrent.

 

The Operating Partnership Glennwood Hotel Investors (Glennwood Hotel)operated with an average occupancy of 62% for the first quarter of 2003.  As a result of the high vacancy rate theproperty will not achieve breakeven operations in 2003. The area has anoversupply of affordable rental housing, including new Section 8 projects,which has negatively impacted the property.

 

Without significant structural improvements that are at this timephysically and financially unfeasible, the property will not be able to competeeffectively in the market. The management agent continues to market theavailable units to the housing authority as well as performing various outreachefforts to attract qualified residents. The Operating General Partner continuesto financially support the partnership. The mortgage, taxes, insurance andpayables are current. The Investment General Partner continues to monitor thissituation to ensure the property reaches the end of the tax credit complianceperiod.

 

Surry Village II Limited Partnership, (Surry Village II) a 24-unitdevelopment located in Spring Grove, Virginia, operated below breakeven duringthe first quarter of 2003.  The averageoccupancy was 79% for the quarter.  InDecember of 2002, the General Partner submitted a workout plan to the firstmortgage holder, Farmers Home Administration-Rural Development (FmHA-RD), whichis currently under review.  Through theworkout plan, the General Partner is requesting a rent increase, marketingincentives and rental assistance to eliminate operating deficits.  The Operating General Partner, in an effortto bring the property into compliance with the loan documents, fully funded thereserves and paid all outstanding real estate taxes.

 

Warrensburg Estates Limited Partnership (Warrensburg Estates), locatedin Warrensburg, Missouri, operated below breakeven during the first quarter of2003 and in 2002.  The operating deficits result from the high vacancyrate at this property.  The averageoccupancy for the first quarter of 2003 was only 69% and averaged 76% overallin 2002.  The occupancy issues stem from the poor image of theneighborhood in which Warrensburg Estates is located and from severalproblem tenants at the property.  In addition, occupancy has been impactedby the lack of rental assistance and increased competition.  Currentmanagement, which took over at the beginning of 2001, has been working withlocal civic organizations in an effort to change the image of

 

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the property and has been working to evict the problem tenants. The management company has also been advertising in local newspapers andcontacting churches and local senior organizations in an effort to increaseoccupancy.  The property’s mortgage, taxes and insurance were all currentas of March 31, 2003.

 

The Operating General Partner of the Partnership Corinth HousingRedevelopment Company (Adams Lawrence Apts.) has negotiated a sale of itsGeneral Partner interest.  In additionto the transfer of the Operating General Partner interest, an exit strategy hasbeen put in place that will allow for the sale of the Investment LimitedPartner interest to the new Operating General Partner at the end of the 15-yeartax credit compliance period. It is anticipated that this transaction will befinalized within the third quarter of 2003 pending receipt of all requiredagency approvals.

 

The Operating General Partner of the Partnership Greenwich HousingRedevelopment Company (Cynthia Meadows) has negotiated a sale of its GeneralPartner interest.  In addition to thetransfer of Operating General Partner interest, an exit strategy has been putin place that will allow for the sale of the Investment Limited Partnerinterest to the new Operating General Partner at the end of the 15-year taxcredit compliance period. It is anticipated that this transaction will befinalized within the third quarter of 2003 pending receipt of all requiredagency approvals.  The current estimatedproceeds to the Investment Partnership are $21,477.

 

The Operating General Partner of the Partnership Wilmington HousingRedevelopment Company (Bonnieview Terrace) has negotiated a sale of its GeneralPartner interest.  In addition to thetransfer of Operating General Partner interest, an exit strategy has been putin place that will allow for the sale of the Investment Limited Partnerinterest to the new Operating General Partner at the end of the 15-year taxcredit compliance period. It is anticipated that this transaction will befinalized within the third quarter of 2003 pending receipt of all requiredagency approvals.  The current estimatedproceeds to the Investment Partnership are $14,318.

 

(Series 10).  As of March 31,2003 and 2002, the average Qualified Occupancy for the series was 99.9%. Theseries had a total of 44 properties at March 31, 2003, of which 43 were at 100%qualified occupancy.

 

For the tax years ended December 31, 2002 and 2001 the series, intotal, generated $1,644,944 and $1,575,629, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.21 and$.40, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2003 and2002, the Investments in Operating Partnerships for Series 10 was $3,083,824and $5,996,854, respectively. Investments in Operating Partnerships was affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

For the years endedDecember 31, 2002 and 2001 Series 10 reflects net income from OperatingPartnerships of $873,124 and $1,220,310, respectively, adjusted fordepreciation which is a non cash item. Operations for South Farm

 

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LP were not included in the current fiscal year, since the property wassold during 2002.  The decrease inadjusted net income is mainly the result of the exclusion of adjustedoperations for South Farm LP in the current fiscal year.

 

South Farm Limited Partnership****(Indian Run Village) is 114-unit propertylocated in South Kingston, RI.  Theproperty****wassold for total proceeds of $1,000,000 to Series 10 in the third quarter of2002.  This amounted to approximately110% of the original equity investment made by Series 10 in the operatingpartnership. Of the proceeds received $769,321 was returned to the investors,and $230,697 was paid to Boston Capital Asset Management Limited Partnership(BCAMLP) for fees and expenses related to the sale and partial reimbursement ofamounts payable to affiliates.  Thetotal returned to the investors was distributed based on the number of BACsheld by each investor at the time of the sale. The distribution amounted to $.31673 per BAC, or $316.73 per $10,000invested. The breakdown of the amount paid to BCAMLP is as follows:  $36,783 represented reimbursement ofexpenses incurred related to sale, which included but is not limited to duediligence, legal and mailing costs; $60,000 represented a fee for overseeingand managing the disposition of the property; and $133,896 represented apartial payment of outstanding Asset Management Fees due to BCAMLP.  Since South Farm LP’s Investment in OperatingPartnership balance was not equal to the sale proceeds received by Series 10,the series has recorded a gain on the sale of the Operating Partnership in theamount of $1,396,476.

 

Chuckatuck Square(Chuckatuck Square), a 42-unit complex located in Suffolk, Virginia, operatedbelow breakeven during the first quarter of 2003 even though the averageoccupancy was 95% for the quarter.  In2002, the property operated below breakeven as well, having expended cash eventhough occupancy averaged 95% for the year. Due to the operating deficit the auditor issued a “going concern”opinion in the 2002 audit.  In Decemberof 2002, the Operating General Partner submitted a workout plan to the firstmortgage holder, FmHA-RD, which is currently under review.  Through the workout plan, the GeneralPartner is requesting a rent increase to address the ongoing deficits incurredby the property.   In addition, theGeneral Partner has entered into discussions with FmHA-RD concerning therestructuring of the mortgage.  TheGeneral Partner, in an effort to bring the property into compliance with theloan documents, fully funded the reserves and paid all outstanding real estatetaxes.

 

Lawton Apartments Company Limited Partnership (Village Commons) is a58-unit, family property located in Lawton, MI. This property has historicallow occupancy, which has resulted in negative cash flow and delinquent taxesfor the years 1998, 2000, 2001, and 2002. In May of 2002, Rural Developmentvouchered mortgage funds to pay real estate taxes for 1998, 2000, and 2001.  The vouchered funds will be repaid over theremaining years of the mortgage.

 

As of December 31, 2002, the physical occupancy was 69%.  Occupancy trended positively in the firstquarter of 2003, averaging 74% and ending at 81% on March 31, 2003.  Low occupancy is attributed to deferredmaintenance and lack of employment in Lawton, combined with the high level ofaffordable housing in the surrounding area. The mortgage and insurance arecurrent. To fund operating deficits, the partnership received mortgage proceedsof $103,078 from an additional Rural Development mortgage note.

 

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Because of the declining financial conditions of this property, theoperating reserve, replacement reserve, and tax and insurance escrow have notbeen properly funded.

 

Centreville Apartments Company Limited (Wood Hollow Apartments) is a24-unit, family property located in Centreville, MI. This property hashistorically suffered from low occupancy. Occupancy averaged 86% in 2002, which decreased from the prior yearaverage of 90%. In the first quarter of 2003, the average physical occupancyimproved to 90%. As of March 2003, the property was operating with 92% physicaloccupancy.

 

Because this is a small property, resident turnover significantly impactsoccupancy.  In May of 2002, RuralDevelopment vouchered mortgage funds to pay real estate taxes for1998-2001.  The vouchered funds will berepaid over remaining years of the mortgage. In February 2002, the partnershipreceived mortgage proceeds of $52,707 from an additional RD mortgage note. Thefunds were used to reduce the high payables balance that accrued in 2002.  The mortgage, insurance and payables arecurrent.

 

Stockton Estates Limited Partnership (Stockton Estates), located inStockton, Missouri, operated below breakeven during the first quarter of2003.  In 2002, the property operated below breakeven as well. Theoperating deficits result from the high vacancy rate at this property, whichaveraged 67% during 2002 and 65% for the first quarter of 2003.  Theoccupancy issue stemmed from tenants opting to relocate to nearby nursing homesand increased competition in the community. However, the property was severely damaged in a tornado during May 2003and is presently uninhabitable. Discussions are ongoing about the future of the property.  There were no injuries during the tornado,and all of the tenants who wished to be relocated were moved to another taxcredit property in the area.  Theproperty’s mortgage, taxes and insurance were all current as of March 31, 2003.

 

Dallas Apartments II, LP (Campbell Creek Apartments) is an 80-unitproperty located in Dallas, Georgia operated below breakeven in 2002. Theprimary cause of the negative cash flow was due to low occupancy, whichaveraged 88.65% in 2002 and high debt service. The first quarter of 2003occupancy averaged 73.33%. Because of the negative cash flow, working capitalis insufficient to cover trade accounts payable. The Investment Limited Partnerwill work with the General Partner to develop a plan to reduce debt service,increase occupancy, and stabilize the property. The mortgage and propertytaxes, property insurance are current. The General Partner continues to fundoperating deficits.

 

Newnan Apartments II, LP (Pines by the Creek Apartments II) is a96-unit property located in Newnan, Georgia, that operated below breakeven in2002. The primary cause of the negative cash flow was due to low occupancy,which averaged 83.59% in 2002 and high debt service. The first quarter of 2003occupancy averaged 77%. The Investment Limited Partner will work with theGeneral Partner to develop a plan to reduce debt service, increase occupancy,and stabilize the property. The mortgage and property taxes, property insuranceare current. The General Partner continues to fund operating deficits.

 

(Series 11).  As of March 31,2003 and 2002, the average Qualified Occupancy

 

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for the series was 100%.The series had a total of 40 properties at March 31, 2003, all of which were at100% qualified occupancy.

 

For the tax years endedDecember 31, 2002 and 2001, the series, in total, generated $1,679,758 and$1,815,481, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.10 and $.63, respectively, in tax creditsper BAC to the investors

 

As of March 31, 2003 and2002, Investments in Operating Partnerships for Series 11 was $5,877,650 and$6,453,652, respectively.  Investmentsin Operating Partnerships was affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

For the years endedDecember 31, 2002 and 2001 Series 11 reflects net income from OperatingPartnerships of $502,169 and $765,008, respectively, adjusted for depreciationwhich is a non-cash item.  The decreasein adjusted net income was mainly the result of a prepayment penalty incurredby one of the Operating Partnerships to refinance its mortgage.

 

In June of 2001, theInvestment General Partner became aware that unauthorized distributions inexcess of Rural Development’s (mortgage) allowable limits were made to theOperating General Partner of Aspen Square Limited Partnership (Aspen SquareApartments), Copper Creek Limited Partnership (Copper Creek Apartments) andSierra Springs Limited Partnership (Sierra Springs Apartments). These unauthorizeddistributions have been classified as receivables from the Operating GeneralPartner on the Operating Partnerships audited financial statements as ofDecember 31, 2001 and 2000. The Investment General Partner is actively seekingthe immediate return of these funds through the Estate of the Operating GeneralPartner. Claims in the name of the individual Partnerships have been filedagainst the Estate.  On May 30, 2003,the Investment Limited Partner filed a complaint for the damages suffered bythe misappropriations of funds against the Operating General Partner, thecertified public accountant who performed audits of the properties, a relatedcorporation of the Operating General Partner who received some of themisappropriated funds, and the former, and current management companies.  In addition, the Investment General Partneris continuing to weigh all available options to expedite the return of theunauthorized distributions and continues to monitor the Partnerships, includingthe sale of the properties.

 

The OperatingGeneral Partner has become uncooperative in soliciting offers to purchase theLimited Partners interest.  On April 7,2003, the Operating General Partner was requested to cure all violations of theAmended and Restated Agreement of Limited Partnership within 30 days, asrequired under the agreements.  TheOperating General Partner did not and to date has not cured theviolations.  Upon the expiration of the30-day cure period, the requests for approval to remove the Operating GeneralPartner were filed with the mortgagor as required under the loandocuments.  The mortgagor is in theprocess of reviewing the requested removal. There can be no assurances that the mortgagor will grant such approvalof the change in Operating General Partner. Upon the approval of the mortgagor, an interim Operating General

 

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Partner, which isan affiliate of the Investment General Partner, will assume the OperatingGeneral Partner role until a buyer of the properties can be located.  The Investment General Partners willcontinue to monitor the situation and actively seek a resolution to the matter.

 

Coronado Housing(Coronado Hotel Apartments) located in Tucson Arizona is a 42 unit SROdevelopment with project based Section 8 rental assistance for all theunits.  The partnership operated belowbreak-even for 2002 due to low occupancy. Average occupancy for 2002 was 76%. Average occupancy for the first quarter of 2003 is 68%.    The low occupancy at Coronado is due to acomplex leasing process and unsatisfactory property management by themanagement company.  The OperatingGeneral Partner is in the process of securing another management company.  During 2002 operating expenses declined by10% versus 2001.  The mortgage, taxes,insurance and payables are current.  OnFeb 1, 2003 a fire at Coronado caused significant damage to one of theirunits.  The unit was out of service fortwo months.  Additional damage waslocalized to 13 vacant units because the firemen had to break down the doors ofvacant units, to ensure they were vacant. The damage caused by the fire was cover by insurance.  The Operating General Partner guarantee isunlimited in time and amount.

 

Dallas ApartmentsII, LP (Campbell Creek Apartments) is an 80-unit property located in Dallas,Georgia, below breakeven in 2002. The primary cause of the negative cash flowwas due to low occupancy, which averaged 88.65% in 2002 and high debt service.The first quarter of 2003 occupancy averaged 73.33%. Because of the negativecash flow, working capital is insufficient to cover trade accounts payable. TheInvestment Limited Partner will work with the Operating General Partner todevelop a plan to reduce debt service, increase occupancy, and stabilize theproperty. The mortgage and property taxes, property insurance are current. TheOperating General Partner continues to fund operating deficits.

 

Franklin School Associates (Franklin School Apartments) operated at asmall loss during the first quarter of $4,544. The Partnership has applied forand secured a $300,000 low interest loan from the Montana Department ofCommerce Board of Housing for capital improvements to the property. The workwill consist primarily of complete window replacement but will also include masonryrepairs, replacement fire doors, and replacement entry doors. Physicaloccupancy for the first quarter 2003 was 88% with an economic occupancy of 90%.The lower than expected occupancy stems from both current conditions at theproperty and in the local market. The property continues to struggle with highturnover and resident problems including vandalism. With the completion of therenovations by the end of the second quarter, management expects improvedoccupancy and cash flow at the complex. The mortgage, taxes and insurance areall current.

 

The Operating GeneralPartner of London Arms/Lynn Mar Limited (London Arms Apartments) commissioned acapital needs assessment during the first quarter of 2001.  Several deferred maintenance items wereidentified and later targeted for completion. The management company reports that the work has all beencompleted.  The residential section ofthe property has achieved an occupancy rate of 98% and the leasing activityremains very strong.

 

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El Dorado SpringsEstates Limited Partnership (El Dorado Spings Estates), located in El Dorado,Missouri, operated below breakeven during 2002 and the first quarter of2003.  The operating deficits resultfrom the high vacancy rate at this property, which is exacerbated by theincreased competition in the community. The average occupancy for the 2002 and the first quarter of 2003 were66% and 71%, respectively.  Due to tornado damage to a nearby property,occupancy has improved to 100% in May. During 2002 a new property with more amenities was built in the area,and the new property has attracted some of the tenants.  Rental incentives are in place at theproperty in order to attract new tenants, and the management company has beenadvertising in local newspapers in an effort to increase occupancy.  Theproperty’s mortgage, taxes and insurance were all current as of March 31, 2003,and because of the tornado that struck Stockton Estates, the property is now100% occupied due to transplanted tenants from that property.

 

Newnan Apartments II, LP (Pines by the Creek Apts.) is a 96-unitproperty located in Newnan, Georgia, that operated below breakeven in 2002. Theprimary cause of the negative cash flow was due to low occupancy, whichaveraged 83.59% in 2002 and high debt service. The first quarter of 2003occupancy averaged 77%.  The InvestmentLimited Partner will work with the Operating General Partner to develop a planto reduce debt service, increase occupancy, and stabilize the property. Themortgage and property taxes, property insurance are current. The OperatingGeneral Partner continues to fund operating deficits.

 

South Fork Heights, Limited (South Fork Heights Apartments) located inSouth Fork, Colorado is a 48-unit, Rural Development-financed, familydevelopment. The property suffers from low occupancy and high turnover due toits location in a small tourist town in the mountains. South Fork has apopulation of approximately 700 and is heavily dependent on the nearby ski resorts.The seasonal nature of the town causes a high level of transience. In addition,a drought in 2001, followed by a forest fire and the closing of two majoremployers in 2002 that provided jobs for middle to low-income individuals, hasseverely damaged the local economy. This has resulted in high unemployment, aswell as a lack of qualified tenants. Average occupancy for the first quarter of2003 was 63% or 30 units occupied. Despite low occupancy, the propertygenerated cash of $6,800 in 2002 due to an agreement with Rural Development tosuspend required replacement reserve deposits during the year. If thisagreement had not been in place, the property would have expended cash of($7,471). The Operating General Partner’s guarantee expired in 1996. Managementhas increased advertising and is working with the local social serviceorganizations for referrals.

 

Nevada Manor, Limited Partnership (Nevada Manor), located in Nevada,Missouri, operated below breakeven during 2002 and the first quarter of2003.  The operating deficits result from the high vacancy rate at thisproperty.  The average occupancy for2002 and the first quarter of 2003 were 78 % and 83%, respectively. Turnover is high at this family property, creating greater vacancy loss.Management has refined the tenant selection criteria to try to gain residentswho will stay for longer periods of time. There are three pending applications for current vacant units. With theamount of interest the property continues to generate, management estimatesaverage occupancy for 2003 to be around 90%.  The property’s mortgage,taxes and insurance were all current as of March 31, 2003.

 

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RPI Limited Partnership #18 (Osage Place) is a 38 unit, senior propertylocated in Arkansas City, KS.  Thispartnership suffered from low occupancy during 2002. In the first quarter of2003 occupancy increased slightly to 75% from the fourth quarter 2002 averageof 71%. The property manager is working with the Chamber of Commerce toincrease occupancy at the property. Additionally, the management company is offering a $200 move-in specialfor prospective tenants. The property is advertised in the newspapers and onthe local cable station. The property manager is confident that occupancy willincrease during the second quarter 2003 as the weather improves.

 

Ivan Woods LDHA Limited Partnership (Ivan Woods Senior Apartments) is a90 unit, senior complex located in Delta Township, MI. Average occupancy in thefirst quarter of 2003 decreased slightly to 87% from the 2002 fourth quarteraverage of 88%. Ivan Woods was re-financed through GMAC in June, 2002. Afterrefinancing, the monthly debt service payments decreased by approximately$3,000.  The partnership has submitted asecond application to Delta Township to participate in a PILOT taxprogram.  The Partnership’s applicationwas declined in 2002. This property has reduced operating expenses, which hasimproved the cash flow. The Operating General Partners continue to advance fundsto cover deficits.

 

(Series 12).  As of March 31, 2003 and 2002, the averageQualified Occupancy for the series was 99.9% and 100%, respectively.  The series had a total of 53 properties atMarch 31, 2003, of which 52 were at 100% qualified occupancy.

 

For the tax yearsended December 31, 2002 and 2001, the series, in total, generated $2,519,836and $2,475,567, respectively, in passive income tax losses that were passedthrough to the investors, and also provided $.36 and $.96, respectively, in taxcredits per BAC to the investors.

 

As of March 31,2003 and 2002, the Investments in Operating Partnerships for Series 12 was$5,532,117 and $6,265,977, respectively. Investments in Operating Partnershipswas affected by the way the Partnership accounts for such investments, theequity method.  By using the equitymethod the Partnership adjusts its investment cost for its share of eachOperating Partnership’s results of operations and for any distributionsreceived or accrued.

 

For the yearsended December 31, 2002 and 2001 Series 12 reflects net income from OperatingPartnerships of $430,199 and $611,187, respectively, adjusted for depreciationwhich is a non cash item. The decrease in adjusted net income was mainly theresult of a prepayment penalty incurred by one of the Operating Partnerships torefinance its mortgage.

 

In June of 2001,the Investment General Partner became aware that unauthorized distributions inexcess of Rural Development’s (mortgage) allowable limits were made to theOperating General Partner of Cananche Creek Limited Partnership (Cananche CreekApartments) and Shawnee Ridge Limited Partnership (Shawnee Ridge Apartments).These unauthorized distributions have been classified as receivables from theOperating General Partner on the Operating Partnerships audited financialstatements as of December 31, 2001

 

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and 2000. TheInvestment General Partner is actively seeking the immediate return of thesefunds through the Estate of the Operating General Partner. Claims in the nameof the individual Partnerships have been filed against the Estate.  On May 30, 2003, the Investment LimitedPartner filed a complaint for the damages suffered by the misappropriations offunds against the Operating General Partner, the certified public accountantwho performed audits of the properties, a related corporation of the OperatingGeneral Partner who received some of the misappropriated funds, and the former,and current management companies.  Inaddition, the Investment General Partner is continuing to weigh all availableoptions to expedite the return of the unauthorized distributions and continuesto monitor the Partnerships, including the sale of the properties.

 

The OperatingGeneral Partner has become uncooperative in soliciting offers to purchase theLimited Partners interest.  On April 7,2003, the Operating General Partner was requested to cure all violations of theAmended and Restated Agreement of Limited Partnership within 30 days, asrequired under the agreements.  TheOperating General Partner did not and to date has not cured theviolations.  Upon the expiration of the30-day cure period, the requests for approval to remove the Operating GeneralPartner were filed with the mortgagor as required under the loandocuments.  The mortgagor is in theprocess of reviewing the requested removal. There can be no assurances that the mortgagor will grant such approvalof the change in Operating General Partner. Upon the approval of the mortgagor, an interim Operating GeneralPartner, which is an affiliate of the Investment General Partner, will assumethe Operating General Partner role until a buyer of the properties can belocated.  We will continue to monitorthe situation and actively seek a resolution to the matter.

 

Union Baptist Plaza, Limited Partnership (Union Baptist PlazaApartments), located in Springfield, Illinois, suffers from below breakevenoperations due to high operating expenses. The Partnership suffered recurring operating losses and its totalliabilities exceed its total assets. The property has achieved a history of high occupancy.  However, high operating expenses,particularly taxes and utilities, prevent the property from achieving breakevenoperations.  Due to the lack of cashflow, the 2001 property taxes became delinquent and accrued in the amount ofapproximately $22,810 plus interest. The lender and Investment Limited Partner are in the process offinalizing the refinance of the first mortgage which should be completed bysecond quarter 2003.  The OperatingGeneral Partner is actively seeking to transfer its General Partner interest inthe property.    The goal is to find astrategic partner, preferably a nonprofit organization that is capable ofoperating the property more efficiently on an ongoing basis.

 

Dallas Apartments II, LP (Campbell Creek Apts.) is an 80-unit propertylocated in Dallas, Georgia that operated below breakeven in 2002. The primarycause of the negative cash flow was due to low occupancy, which averaged 88.65%in 2002 and high debt service. The first quarter of 2003 occupancy averaged73.33%. Because of the negative cash flow, working capital is insufficient tocover trade accounts payable. The Investment Limited Partner will work with theOperating General Partner to develop a plan to reduce debt service, increaseoccupancy, and stabilize the property. The mortgage and property taxes,property insurance are current. The Operating General Partner continues to fundoperating deficits.

 

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Newnan Apartments II, LP (Pines by the Creek Apts.) is a 96-unitproperty located in Newnan, Georgia, that operated below breakeven in 2002. Theprimary cause of the negative cash flow was due to low occupancy, whichaveraged 83.59% in 2002 and high debt service. The first quarter of 2003occupancy averaged 77%. The Investment Limited Partner will work with theOperating General Partner to develop a plan to reduce debt service, increaseoccupancy, and stabilize the property. The mortgage and property taxes,property insurance are current. The Operating General Partner continues to fundoperating deficits.

 

Ivan Woods LDHA Limited Partnership (Ivan Woods Senior Apartments) is a90 unit, senior complex located in Delta Township, MI. Average occupancy in thefirst quarter of 2003 decreased slightly to 87% from the 2002 fourth quarteraverage of 88%. Ivan Woods was re-financed through GMAC in June, 2002. Afterrefinancing, the monthly debt service payments decreased by approximately$3,000.  The partnership has submitted asecond application to Delta Township to participate in a PILOT taxprogram.  The partnerships applicationwas declined in 2002. This property has reduced operating expenses, which hasimproved the cash flow. The Operating General Partners continue to advancefunds to cover deficits.

 

Lakeridge Apartments ofEufala, Ltd. (Lakeridge Apts.) is a 30 unit tax credit property located inEufaula, Alabama. This southeastern section of Alabama is considered rural andhas a stagnant local economy. It is financed through Rural Development, withsubsidized debt effectively reducing the interest rate to 1% over the 50 yearterm of the loan of 50 years. The project is comprised of 8 one-bedroom, 16two-bedroom, and 6 three-bedroom units, and targets small and average sizedfamilies. Lakeridge Apartments welcomes Section 8 vouchers but does not receiveany other rental assistance from the local housing authority.

 

Although the propertymaintains attractive curb appeal occupancy has proved to be its biggest setback. According to the management company, Royal American, lack of rentalassistance is largely to blame for its poor occupancy average and thuscrippling the financial strength of the property. A workout plan was enteredwith Rural Development in efforts to strengthen financial operations; however,the property necessitated replacement reserve funds to apply toward its realestate tax liabilities in 2001.

 

Royal American has beenable to maintain operating expenses within an acceptable level. The 2002audited operating expenses totaled $2,606/per unit, which is consideredreasonable for this area. When applying the low rental income to the 2002annualized cash flow analysis, it was determined that the property is operatingwith a DSCR of .53.  Royal Americancontinues to annually apply for rental assistance however; the State of Alabamais experiencing a shortfall of funds available.

 

Windsor II Limited Partnership (Windsor Court II), a 24-unitdevelopment located in Windsor, Virginia, operated below breakeven during 2002and the first quarter of 2003. The average occupancy for 2002 and the firstquarter of 2003 were 93% and 82%, respectively.  In December of 2002, the General Partner submitted a workout planto the first mortgage holder, FmHA-RD, which is currently under review.  Through the workout plan, the GeneralPartner is requesting a rent increase, marketing incentives and rentalassistance to eliminate operating deficits. All taxes and insurance were current at March 31, 2003.

 

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Corcoran InvestmentGroup (Corcoran Garden Apartments) is a 38-unit, family property located inCorcoran, CA.  Despite an averageoccupancy of 97.37% in 2002 the property to operate below breakeven due to highoperating expenses.  The lack of fundscaused the escrow accounts to be under funded during the year and payables toincrease.  Occupancy averaged 95.62% forthe first quarter of 2003.  The propertywas awarded a rent increase effective January 1, 2003 which allowed theproperty to generate cash and fund escrow accounts during the first quarter of2003.  The property continues to havestrong occupancy and positive cash flow. The investment limited partner will monitor this property for the nextfew months to ensure the operations are stabilized.

 

OakleighPartnership****(Oakleigh Apartments) experienced more than $100,000 worth ofhurricane damages in the fourth quarter of 2002.  Although the damages are covered by insurance, as a result of thedeductible, approximately $23,000 of the repairs will be funded through thereplacement reserve.  Additionallyduring 2002 the partnership made $20,000 in one-time ADA upgrades.  Overall the partnership is operating verywell. Occupancy remained very strong and averaged 100% during 2002. Factoringout storm activity and ADA upgrades, and allowing for the required annualreplacement reserve deposit, the property operated with a Debt Coverage Ratioof 1.68 during 2002.  As repairs at theproperty are complete and operations remain strong, we will not be reporting onthis partnership in the future.

** **

**(Series 14).  As of March 31, 2003 and 2002, the averageQualified Occupancy for the series was 99.9%, respectively.  The series had a total of 100 properties atMarch 31, 2003, of which 98 were at 100% qualified occupancy.**

** **

**For the tax years endedDecember 31, 2002 and 2001, the series, in total, generated $4,832,711 and$4,650,269, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.48 and $1.26, respectively, in taxcredits per BAC to the investors.**

** **

**As of March 31, 2003 and2002, the Investments in Operating Partnerships for Series 14 was $7,997,833and $10,611,855, respectively. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.**

** **

**For the years ended December31, 2002 and 2001 Series 14 reflects a net income from Operating Partnershipsof $3,747,390 and $1,326,050, respectively, adjusted for depreciation which isa non-cash item.**The increase in adjusted net income is mainly the result of proceedsfrom the sale of one of the Operating Partnerships, California Investors V.

 

California Investors V****(Somerset Apartments) is a 156-unitproperty located in Antioch, CA in which Series 9 and Series 14 invested$3,920,000 and $1,050,000, respectively. The property****was sold in the fourth quarter of 2002 forproceeds to Series 9 and Series 14 of $1,982,683 and $531,078,respectively.  This amounted toapproximately 50.58% of the original equity investment made by each Series inthe Operating Partnership. The Operating General Partner is currently holding$250,000 of the total sale proceeds until the Operating Partnership entity hasbeen dissolved.  Of the proceedsreceived and to be received it is estimated that approximately $1,952,113 and

 

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$522,877, respectively will be returned to the investors in Series 9and Series 14.  The remaining total of$110,000 will be paid to Boston Capital Asset Management Limited Partnership (BCAMLP)for fees and expenses related to the sale. The total returned to the investors will be distributed based on thenumber of BACs held by each investor at the time of the sale. The breakdown ofthe amount paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale,which includes but is not limited to due diligence, legal and mailing costs;$100,000 represents a fee for overseeing and managing the disposition of theproperty. Prior to the sale of the Operating Partnership it reimbursed theInvestment Partnerships approximately $368,000 in reporting fees that itowed.  The Investment Partnerships inturn used the money to pay a portion of the accrued Asset Management Fees owedto BCAMLP.  Consequently, the InvestmentPartnerships are not withholding a portion of the sale proceeds to make apayment toward the outstanding Asset Management Fee accruals.  Since the Investment in OperatingPartnership balances of California Investors V for Series 9 and Series 14 were notequal to the sale proceeds received by each series, they have recorded again/(loss) on the sale of the Operating Partnership of $275,743 and$(420,816), respectively.

** **

Series 14 has invested in 4 Operating Partnerships (the “CalhounPartnerships”) in which the Operating General Partner is RiemerCalhoun, Jr. or an entity, which is affiliated with and controlled byRiemer Calhoun (the “Riemer Calhoun Group”). The Operating Partnerships are Blanchard Senior Apartments, ColoradoCity Seniors, Cottonwood Apts. II A LP and Hughes Springs Seniors Apts.ALP.   The affordable housing propertiesowned by the Calhoun Partnerships are located in Louisiana or Texas and consistof approximately 104 apartment units in total. The low income housing tax credit available annually to Series 14 fromthe Calhoun Partnerships is approximately $117,109, which is approximately 4%of the total annual tax credit available to investors in Series 14.

 

In the summer of 2002, the US Attorney for the Western District ofLouisiana notified the Investment General Partner that the Riemer Calhoun Groupwas under investigation by several federal agencies for the allegedmanipulation of property cost certifications. In early 2003, the Investment General Partner learned that theUS Attorney intended to bring criminal charges against certain members ofthe Riemer Calhoun Group for falsifying the certified cost basis upon which theLouisiana Housing Finance Agency determined the tax credit calculation withrespect to approximately 40 Operating Partnerships in which Series 14 is not aninvestor.  The Investment LimitedPartner used these certifications in determining the tax credits investorswould receive through their investment in the Calhoun Partnerships.  In effect, it appears that the contractorthat built the apartment properties (an affiliate of Mr. Calhoun’s)overbilled the respective Partnerships, thereby improperly inflating the costcertification and the amount of tax credit generated.

 

In late March 2003, Riemer Calhoun pleaded guilty to charges of wirefraud and conspiracy to commit equity skimming.   Sentencing is scheduled for late July 2003 and is likely toinvolve fines and incarceration. (Certain other business associates of Riemer Calhoun earlier pleadedguilty to various related charges.)

 

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The Investment General Partner has cooperated fully with theUS Attorney in the investigation, and there has been no suggestion of anywrongdoing on the part of it or any of its affiliates.

 

The Internal Revenue Service has commenced an audit of the CalhounPartnerships, which will finally determine the amount of overstated taxcredits.  At the Investment GeneralPartner and its affiliates insistence, Riemer Calhoun has personally funded anescrow in the amount of $1,282,202 which will be available to compensateinvestors for any tax credits which are ultimately disallowed by the IRS.  It is hoped, but not certain, that theescrow fund will be sufficient to fully protect investors. (We are alsopursuing a resolution with the IRS whereby escrow funds would be used to make asettlement payment directly to the IRS instead of requiring affectedPartnerships and investors to restate tax returns to reflect less credit andthen pay additional taxes.)

 

With respect to each of the Calhoun Partnerships where Riemer Calhounhas been the Operating General Partner or in control of an entity which hasbeen the Operating General Partner, the Investment General Partner and itsaffiliates are in the process of replacing them with another entity which iscontrolled by Murray Calhoun, the son of Riemer Calhoun.  Murray Calhoun is the principal of CalhounProperty Management, L.L.C., which has provided property level managementservices for the apartment properties owned by the Calhoun Partnerships.  Murray Calhoun also cooperated fully withthe criminal investigation of his father, and the Investment General Partnerand its affiliates have confirmed directly with the US Attorney that noevidence was found of any wrongdoing on the part of Murray Calhoun.

 

The Investment General Partner and its affiliates have undertakendiscussions with the Rural Housing Service of the U.S. Department ofAgriculture, in its capacity as first mortgage lender for each of the CalhounPartnerships, to make sure that all of the mortgage loans are and will continueto be in good standing notwithstanding the overstated credit and the criminalprosecution resulting therefrom. RHS has also indicated that it will consent to the replacement ofgeneral partners noted above.

 

Finally, the InvestmentGeneral Partner and its affiliates are reviewing their business dealings withthe Calhoun Partnerships in general to attempt to determine if any otherirregularities have occurred.

 

The property owned byGlenhaven Park Partners, A California L.P. (Glenhaven Estates) has historicallysuffered from excessive operating expenses compared to operating income.  Effective October 4, 2000, San MarProperties of Fresno, California assumed the role of management agent. Anaffiliate of San Mar Properties, Central Valley Affordable Housing LLC, assumedthe General Partner interest effective December 31, 2000.  In 2001 the Partnership was no longer ableto meet the mortgage obligations, and all attempts to restructure the debt wereunsuccessful.  The Partnership filed forChapter 11 bankruptcy protection on October 2, 2001.  The Operating General Partner advanced the funds to bring five ofthe notes current.  The ReorganizationPlan involved bringing current one of the seven remaining delinquent loans inorder to remain compliant with IRS Section 42 minimum requirements, thusavoiding disallowance and full recapture of the tax credits.  This plan has been successful and the bankruptcywas dismissed in February 2002.  The sixremaining units were foreclosed upon and removed from the Partnership.

 

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As a result of theforeclosure the Partnership will face partial recapture of tax creditspreviously taken of approximately $50,000. The remaining six units are 100% occupied as of December 2002 andcontinue to be 100% occupied through the first quarter of 2003.  The Partnership filed for a welfare taxexemption for 2001-2002 and 2002-2003. The exemption has recently been approved and the reduction in taxes hastaken place.  The Partnership alsoreceived a rebate on a portion of the taxes paid in the prior year.  The tax exemption has had a positive effecton cash flow as the Partnership operated above breakeven in 2002.

 

The property owned byHaven Park Partners II, A California LP (Glenhaven Park II) has historicallysuffered from excessive operating expenses compared to operating income. Newmanagement put in place in the fourth quarter of 2000 has been successful in maintainingstrong occupancy.  Haven Park II hasmaintained 100% occupancy through the first quarter of 2003.  Upon review of the 2002 audited financialstatement the property operated above breakeven., generating cash in 2002.   This is primarily a result of strongefforts made by management to control operating expenses.  The Partnership has filed for and received awelfare tax exemption.  The exemptionwas granted retroactive to 2000 and a rebate was received by the Partnershipfor those prior years.  The taxexemption has had a positive effect on cash flow.  As operations have continued to demonstrate improvement, theInvestment General Partner will no longer report on this Partnership.

 

The properties owned byHaven Park Partners III, A California L.P. (Glenhaven Park III) and Haven ParkPartners IV, A California L.P. (Glenhaven Park IV) have historically sufferedfrom excessive operating expenses compared to operating income. New managementput in place in the fourth quarter of 2000 has been successful in maintainingstrong occupancy.  Haven Park III hasmaintained 98% occupancy through the first quarter of 2003; while Haven Park IVhas maintained an occupancy level of 100% through the first quarter of 2003.Upon review of the 2002 audited financial statements, both properties operatedabove breakeven in 2002.  This isprimarily a result of  strong effortsmade by management to control operating expenses   The Partnerships have filed for and received a welfare taxexemption  The exemption was grantedretroactive to 2000, and a rebate was received by the Partnership for thoseprior years.  The tax exemption had apositive effect on cash flow.  Asoperations have continued to demonstrate improvement, the Investment GeneralPartner will no longer report on these Partnerships.

 

Summer Lane LimitedPartnership (Summer Lane Apartments) has historically suffered from lowoccupancy and consequently negative cash flow. The primary cause of the lowoccupancy has been a lack of rental assistance.  The Operating General Partner was recently able to secure anadditional 5 units of rental assistance for this property from RuralDevelopment. As a result, the property achieved 96% occupancy as of December31, 2002, and rental income increased $14,543 from the prior year. For the 1stquarter of 2003, occupancy has remained strong at 97%. Operating expenses arebelow average levels and the condition of the property appears to beexceptional.  The real estate taxes,though current, are being paid by Rural Development as a result of inadequatecash flow from the property. The property is making repayment to RuralDevelopment with the monthly mortgage payment. The replacement reserve accountis not being funded adequately. The General Partner has requested that RuralDevelopment restructure the mortgage to reduce the payments and authorize fundsfor a rehabilitation loan. Should the occupancy

 

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and replacement reserves remain strong throughout 2003, the propertywill be able to support its operations.

 

Woodfield Commons Limited Partnership (Rainbow Commons Apartments)received 60-Day letters issued by the IRS stating that the OperatingPartnership had not met certain IRC Section 42 requirements for the tax years1993-1998.  The 60-Day letters were theresult of an IRS audit of the Operating Partnership’s tenant files.  As a result of their audit, the IRS hasproposed an adjustment that would disallow 100% of past and future tax credits.  The adjustment would also include interestand penalties on the past tax credit being disallowed. The Investment GeneralPartner and its counsel along with the Operating General Partner and itscounsel have filed an appeal and continue ongoing discussions with theappellate officer. The Investment General Partner believes that the audit isnearing completion, and while an actual settlement has not yet been reached,there is likelihood that the potential disallowance of 100% of credits could bereduced by 50% or more.  In the absenceof a settlement as of the date of this filing, the auditors continue to includea contingency footnote in the annual financial statement (Note H) which is apart of the most recently filed 10-K dated, March 31, 2003.

 

The property operated with an average occupancy of 90% for the year2002. The first quarter 2003 occupancy decreased to an average of 82%.  The operating expenses continue to staybelow the state average.  As a result ofthe high vacancy rate and the low rental rates in the area, the property didnot achieve breakeven operations in the first quarter of 2003.

 

The management agent continues to market the available units by workingclosely with the housing authority and uses various marketing efforts toattract qualified residents. The General Partner continues to financiallysupport the partnership. The mortgage, taxes, insurance and payables arecurrent.

 

Montague Place, LP (Montague Place Apartments) is a 28 unit, familycomplex located in Caro, MI. This partnership suffered from low occupancyduring 2002. Occupancy for the first quarter of 2003 increased to 86% from the2002 average of 74%. The property was originally designated as a senior complexand it had a history of low occupancy because there was a shortage of eligibleresidents in the area. The General Partner requested that the property beconverted from a senior property to a family property in order to increase thenumber of qualified tenants. Rural Development approved the property conversioneffective September 1, 2002.  TheRegional Manager refocused the marketing efforts towards the new residentprofile and offered rental concessions, which significantly increased applicanttraffic.

 

Kilmarnock Limited Partnership (Indian Creek Apts.), a 20-unitdevelopment located in Kilmarnock, Virginia, operated below breakeven duringthe first quarter of 2003 and during 2002. The average occupancy was 90% for the first quarter of 2003 and averaged87% overall in 2002.  In December of 2002,the General Partner submitted a workout plan to the first mortgage holder, FmHA-RD,which is currently under review. Through the workout plan, the General Partner is requesting a rentincrease and rental assistance to eliminate operating deficits.  All taxes and insurance were current atMarch 31, 2003.

 

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The Operating General Partner of the Partnership Schroon Lake Housing Redevelopment Company (Lakeside Manor Apts.) has negotiated a sale of its General Partner interest.  In addition to the transfer of General Partner interest, an exit strategy has been put in place that will allow for the sale of the Investment Limited Partner interest to the new Operating General Partner at the end of the 15-year tax credit compliance period. It is anticipated that this transaction will be finalized within the third quarter of 2003 pending receipt of all required agency approvals.

 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accountingprinciples generally accepted in the United States of America, which requiresPartnership to make certain estimates and assumptions.  A summary of significant accounting policiesis provided in Note A to the financial statements.  The following section is a summary of certain aspects of thoseaccounting policies that may require subjective or complex judgments and aremost important to the portrayal of Partnership’s financial condition andresults of operations.  The Partnershipbelieves that there is a low probability that the use of different estimates orassumptions in making these judgments would result in materially differentamounts being reported in the financial statements.

 

The Partnership accounts for its investment in localpartnerships in accordance with the equity method of accounting since the Partnershipdoes not control the operations of an Operating Partnership.

 

If the book value of Partnership’s investment in aOperating Partnership exceeds the estimated value derived by management, thePartnership reduces its investment in any such Operating Partnership andincludes such reduction in equity in loss of investment in operatingpartnerships.

 

# Recent AccountingPronouncements

 

In August 2001, the Financial Accounting Standards Board issued SFASNo. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.  SFAS No. 144 provides accounting guidancefor financial accounting and reporting of impairment or disposal of long-livedassets.  SFAS No.144 supercedes SFAS No.121, “Accounting for the Impairment of Long-Lived Assts and for Long-LivedAssets to be Disposed Of”.  SFAS No. 144is effective for fiscal years beginning after December 15, 2001. Implementationof SFAS No. 144 has not had a material effect on the financial position orresults of the operation of the partnership.

 

In January 2003, the FASB issued Interpretation No. 46 (FIN 46),“Consolidation of Variable Interest Entities”, an interpretation of ARB No. 51,“Consolidated Financial Statements”, which provides new accounting guidance onwhen to consolidate a variable interest, as defined in FIN 46, in anotherentity.  FIN 46 applies to variableinterests in variable interest entities acquired after January 31, 2003.  FIN 46 should be implemented no later thanDecember 31, 2004. The general partner is in the process of analyzing FIN 46 todetermine the impact, if any, on the Partnership’s

 

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Item 7A.                      Quantitative and QualitativeDisclosure About Market Risk

 

Not Applicable

 

Item 8.                                FinancialStatements and Supplementary Data

 

The information required by this item is contained inPart IV, Item 15 of this Annual Report on Form 10-K

 

Item 9.                                Changesin and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

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## PARTIII

 

Item 10.                          Directorsand Executive Officers of the Registrant

 

(a), (b), (c), (d) and (e)

 

The Partnership has no directors or executives officers of itsown.  The following biographicalinformation is presented for the partners of the General Partners andaffiliates of those partners (including Boston Capital Partners, Inc. (“BostonCapital”)) with principal responsibility for the Partnership’s affairs.

 

**John P. Manning**, age 55, is co-founder, andsince 1974 has been the President and Chief Executive Officer of Boston CapitalCorporation, where he is primarily responsible for strategic planning andbusiness development. In addition to his responsibilities at Boston CapitalCorporation, Mr. Manning is a proactive leader in the industry.  He served in 1990 as a member of theMitchell-Danforth Task Force, which reviewed and suggested reforms to the LowIncome Housing Tax Credit program.  Hewas the founding President of the Affordable Housing Tax Credit Coalition, is aformer member of the board of the National Leased Housing Association, andcurrently sits on the**Executive Committees of the NationalHousing Conference and the National Multi Housing Council.  During the 1980s, he served as a member ofthe Massachusetts Housing Policy Committee as an appointee of the Governor ofMassachusetts.  In addition, Mr. Manninghas testified before the U.S. House Ways and Means Committee and the U.S.Senate Finance Committee on the critical role of the private sector in the successof the Low Income Housing Tax Credit Program. In 1996, President Clinton appointed him to the President’s AdvisoryCommittee on the Arts at the John F. Kennedy Center for the PerformingArts.  In 1998, President Clintonappointed Mr. Manning to the President’s Export Council, which is the premierecommittee comprised of major corporate CEOs that advise the President onmatters of foreign trade and commerce. Mr. Manning sits on the Board of Directors of the John F. KennedyPresidential Library in Boston where he serves as Chairman of the DistinguishedVisitors Program. He also serves as a member of the Advisory Board of theWoodrow Wilson Institute for International Scholars in Washington D.C.   Mr. Manning is a graduate of BostonCollege.

 

Mr. Manning is theprincipal shareholder of C&M Management, Inc., a Massachusetts corporationwhich is the ultimate general partner of Boston Capital. Mr. Manning is alsothe principal of Boston Capital Corporation. While Boston Capital is not adirect subsidiary of Boston Capital Corporation, each of the entities is underthe common control of Mr. Manning.

 

**Richard J. DeAgazio**,age 57, has been the Executive Vice President of Boston Capital Corporation,and is President of Boston Capital Services, Inc., Boston Capital’s NASDregistered broker/dealer since 1981. Mr. DeAgazio formerly served on the national Board of Governors of theNational Association of Securities Dealers (NASD). He recently served as amember of the National Adjudicatory Council of the NASD. He was the ViceChairman of the NASD’s District 11 Committee, and served as Chairman of theNASD’s Statutory Disqualification Subcommittee of the National Business ConductCommittee. He also served on the NASD State Liaison Committee and the DirectParticipation Program Committee.

 

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He is a founderand past President of the National Real Estate Investment Association, pastPresident of the Real Estate Securities and Syndication Institute(Massachusetts Chapter) and the Real Estate Investment Association. Prior tojoining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President andDirector of the Brokerage Division of Dresdner Securities (USA), Inc., aninternational investment banking firm owned by four major European banks, andwas a Vice President of Burgess & Leith/Advest. He has been a member of theBoston Stock Exchange since 1967.  He ison the Board of Directors of FurnitureFind.com and Cognistar Corporation. He isa leader in the community and serves on Board of Trustees for Bunker HillCommunity College, the Business Leaders Council of the Boston Symphony, Boardof Trustees of Junior Achievement of Northern New England, the Board ofAdvisors for the Ron Burton Training Village and is on the Board of Corporatorsof Northeastern University. He graduated from Northeastern University.

 

**Jeffrey H. Goldstein**,age 41, is Chief Operating Officer and Director of Real Estate of BostonCapital Corporation since 1996. He directs Boston Capital Corporation’scomprehensive real estate services, which include all aspects of origination,underwriting, due diligence and acquisition. As COO, Mr. Goldstein isresponsible for the financial and operational areas of Boston CapitalCorporation and assists in the design and implementation of business developmentand strategic planning objectives. Mr. Goldstein previously served as theDirector of the Asset Management division as well as the head of thedispositions and troubled assets group. Utilizing his 16 years experience inthe real estate syndication and development industry, Mr. Goldstein has beeninstrumental in the diversification and expansion of Boston CapitalCorporation’s businesses. Prior to joining Boston Capital Corporation in 1990,Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he wasresponsible for placing debt on all new construction projects and debtstructure for existing apartment properties. Prior to that, he served asManager for Homeowner Financial Services, a financial consulting firm forresidential and commercial properties, and worked as an analyst responsible forbudgeting and forecasting for the New York City Council Finance Division. Hegraduated from the University of Colorado and received his MBA fromNortheastern University.

 

**Kevin P. Costello**, age 57, has been theExecutive Vice President and Director of Institutional Investing for BostonCapital Corporation since 1994. Kevin Costello directs Boston CapitalCorporation’s institutional investment business. He has overseen this segmentof Boston Capital Corporation’s investment business which encompassesinvestment activities for corporate institutional funding, private proprietaryfunds and state CRA funds, since its inception in 1992. Mr. Costello has over20 years experience in the real estate syndication and investment servicesindustry, including previous roles at Boston Capital Corporation leading theacquisition team and managing the structuring and distribution of conventionaland tax credit private placements. Prior to joining Boston Capital in 1987, heheld senior management positions with Reynolds Securities, Bache & Companyand First Winthrop where he focused on real estate syndication. Mr. Costellograduated from Stonehill College and received his MBA with honors from Rutgers’Graduate School of Business Administration.

 

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**Marc N.Teal**, age 39, was promoted to Chief Financial Officer in2003. Mr. Teal previously served as Senior Vice President and Director ofAccounting of Boston Capital Corporation and has been with Boston CapitalCorporation since 1990.  He oversees allof the accounting, financial reporting, SEC reporting, budgeting, audit, taxand compliance for Boston Capital, its affiliated entities and all BostonCapital Corporation sponsored partnerships. Additionally, he is responsible formaintaining all banking and borrowing relationships of Boston CapitalCorporation and management of all working capital reserves. Prior to joiningBoston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot &Forbes, a multifaceted real estate company, and prior to that was a SeniorAccountant for Liberty Real Estate Corp. He received a Bachelor of ScienceAccountancy from Bentley College and a Masters in Finance from SuffolkUniversity.

 

(f)                 Involvement incertain legal proceedings.

None

 

(g)              Promoters andcontrol persons.

None

 

Item 11.                          ExecutiveCompensation

 

(a), (b), (c), (d)and (e)

 

The Partnership has noofficers or directors.  However, underthe terms of the Amended and Restated Agreement and Certificate of LimitedPartnership of the Partnership, the Partnership has paid or accrued obligationsto the General Partner and its affiliates for the following fees during the2003 fiscal year:

 

An annual partnershipmanagement fee based on .5 percent of the aggregate cost of all ApartmentComplexes acquired by the Operating Partnerships, less the amount of certainpartnership management and reporting fees paid or payable by the OperatingPartnerships, has been accrued as payable to Boston Capital Asset ManagementLimited Partnership.  The annualpartnership management fee accrued during the year ended March 31, 2003, net ofpayments made, was $1,527,952.  Accruedfees are payable without interest as sufficient funds become available.

 

The Partnership hasreimbursed or accrued to an affiliate of the General Partner a total of$332,980 for amounts charged to operations during the year ended March 31,2003. The reimbursement includes, but may not be limited to sale prep fees,postage, printing, travel, and overhead allocations.

 

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Item 12.                          SecurityOwnership of Certain Beneficial Owners and Management

 

(a)               Security ownershipof certain beneficial owners.

 

As of March 31, 2003, 18,679,738 BACs had been issued.  No person is known to own beneficially inexcess of 5% of the outstanding BACs in any of the Series.

 

(b)              Security ownershipof management.

 

The General Partner has a 1% interest in all Profits, Losses, Creditsand distributions of the Partnership. The Partnership’s response to Item 12(a) is incorporated herein byreference.

 

(c)               Changes in control

 

There exists no arrangement known to the Partnership the operation ofwhich may at a subsequent date result in a change in control of thePartnership.  There is a provision inthe Limited Partnership Agreement which allows, under certain circumstances,the ability to change control.

 

 

Item 13.                          CertainRelationships and Related Transactions

 

(a)               Transactions withmanagement and others.

 

The Partnership has no officersor directors.  However, under the termsof the public offering, various kinds of compensation and fees are payable tothe General Partner and its Affiliates during the organization and operation ofthe Partnership.  Additionally, theGeneral Partner will receive distributions from the Partnership if there iscash available for distribution or residual proceeds as defined in thePartnership Agreement.  The amounts andkinds of compensation and fees are described on pages 32 to 33 of theProspectus under the caption “Compensation and Fees”, which is incorporatedherein by reference.  See Note B ofNotes to Financial Statements in Item 15 of this Annual Report on Form 10-K foramounts accrued or paid to the General Partner and its affiliates during theperiod from April 1, 1995 through March 31, 2003.

 

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(b)              Certain businessrelationships.

 

ThePartnership response to Item 13(a) is incorporated herein by reference.

 

(c)               Indebtedness ofmanagement.

 

None.

 

(d)              Transactions withpromoters.

 

Not applicable.

 

Item 14.                          Controls& Procedures

 

(a)               Evaluation ofDisclosure Controls and Procedures

 

Withinthe 90 days prior to the date of this report, the Partnership’s Chief ExecutiveOfficer and Chief Financial Officer carried out an evaluation of theeffectiveness of the Partnership’s “disclosure controls and procedures” asdefined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c).Based on that evaluation, the Partnership’s Chief Executive Officer andPrincipal Financial Officer have concluded that as of the date of theevaluation, the Partnership’s disclosure controls and procedures were adequateand effective in timely alerting them to material information relating to thePartnership required to be included in the Partnership’s periodic SEC filings.

 

(b)              Changes in InternalControls

 

There were no significant changes in thePartnership’s internal controls or in other factors that could significantlyaffect the Partnership’s internal controls subsequent to the date ofthat evaluation.

 

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PART IV

 

Item 15.                          Exhibits,Financial Statement Schedules, and Reports on Form 8-K

 

(a)          1 and 2. FinancialStatements and Financial Statement Schedules; Filed herein as Exhibit 13

IndependentAuditors’ Report

 

BalanceSheets, March 31, 2003 and 2002

 

Statementof Operations, Years ended March 31, 2003, 2002, and 2001.

 

Statementsof Changes in Partners’ Capital, Years ended March 31, 2003, 2002 and 2001.

 

Statementsof Cash Flows, Years ended March 31, 2003, 2002 and 2001.

 

Notes to FinancialStatements, March 31, 2003, 2002 and 2001.

 

ScheduleIII - Real Estate and Accumulated Depreciation

 

Notesto Schedule III

 

Schedules notlisted are omitted because of the absence of the conditions under which theyare required or because the information is included in the financial statementsor the notes hereto.

 

(b)         Reports onForm 8-K

Noreports on Form 8-K were filed during the year ended March 31, 2003

 

(c)          1.Exhibits (listedaccording to the number assigned in the table in Item 601 of Regulation S-K)

 

ExhibitNo. 3 - Organization Documents.

a.                    Certificateof Limited Partnership of Boston Capital Tax Credit Fund II Limited Partnership.  (Incorporated by reference from Exhibit 3 tothe Partnership’s Registration Statement No. 33-30145 on Form S-11 as filedwith the Securities and Exchange Commission on October 25, 1989.)

 

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ExhibitNo. 4 - Instruments defining the rights of security holders, includingindentures.

a.                    Agreement ofLimited Partnership of Boston  CapitalTax Credit Fund II Limited Partnership. (Incorporated by reference from Exhibit 4 to the Partnership’sRegistration Statement No. 33-30145 on Form S-11 as filed with the Securitiesand Exchange Commission on October 25, 1989.)

 

ExhibitNo. 10 - Material contracts.

a.                    BeneficialAssignee Certificate.  (Incorporated byreference from Exhibit 10A to the Partnership’s Registration Statement No.33-30145 on Form S-11 as filed with the Securities and Exchange Commission onOctober 25, 1989.)

 

ExhibitNo. 13 -

a.                 AuditedFinancial Statement of Boston Capital Tax Credit Fund II Limited Partnership,filed herein

 

ExhibitNo. 99 - Additional exhibits

1.                 Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, filed herein

2.                 Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, filed herein

3.                    IndependentAuditor’s Reports for Operating Partnerships, filed herein.

 

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## SIGNATURES

 

Pursuant to the requirements of Section 13 of the Securities ExchangeAct of 1934, the Partnership has duly caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                             | Boston  Capital Tax Credit Fund II Limited   Partnership |
|----------------------------------|---------------------------------------------------------------|
|                             | By:                                                           | Boston Capital  Associates II L.P.  General Partner |
|                             |                                                          |   |
|                             | By:                                                           | BCA Associates Limited  Partnership,  General Partner |
|                             |                                                          |   |
|                             | By:                                                           | C&M Management  Inc.,  General Partner |
|                             |                                                          |   |
| Date:  July  14,  2003 | By:                                                           | /s/ John P. Manning |   |
|                             |                                                          |   |
|                             |                                                          | John P. Manning |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of the Partnershipand in the capacities and on the dates indicated:

 
| **DATE:**                  |   | **SIGNATURE:**      |   | **TITLE:**                                                                                                                                                |
|----------------------------|--------|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                |   |                                                                                                                                                      |
| July   14,  2003 |   | /s/ John P. Manning |   | Director, President  (Principal Executive  Officer) C&M Management  Inc.; Director,  President (Principal  Executive Officer)  BCTC II Assignor Corp. |
|                       |   |                |   |
|                       |   | John P. Manning     |   |
|                       |   |                |   |

 

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I, John P. Manning,certify that:

 

1.               I have reviewed this annual report onForm 10-K of Boston Capital Tax Credit Fund II Limited Partnership (the “Partnership”);

 

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presentedin this annual report;

 

4.               The Partnership’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Company and we have:

 

(a)          designed such disclosure controls andprocedures to ensure that material information relating to the Partnership,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

(b)         evaluated the effectiveness of thePartnership’s disclosure controls and procedures as of a date (the “EvaluationDate”) within 90 days prior to the filing date of this annual report; and

 

(c)          presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.               The Partnership’s other certifyingofficer and I have disclosed, based on our most recent evaluation, to thePartnership’s auditors and the audit committee of the Partnership’s board ofdirectors (or persons performing the equivalent function):

 

(a)          all significant deficiencies in the designor operation of internal controls which could adversely affect thePartnership’s ability to record, process, summarize and report financial dataand have identified for the Partnership’s auditors any material weaknesses ininternal controls; and

 

(b)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in thePartnership’s internal controls; and

 

6.               The Partnership’s other certifyingofficer and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the Evaluation Date,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date:  July  14, 2003 | /s/ John P. Manning                                                                              |   |
|----------------------------|--------------------------------------------------------------------------------------------------|--------|
|                       | John P. Manning  Director, President  (Principal Executive  Officer), C&M   Management Inc.; |

 

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I, Marc Teal, certifythat:

 

1.               I have reviewed this annual report onForm 10-K of Boston Capital Tax Credit Fund II Limited Partnership (the“Partnership”);

 

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presentedin this annual report;

 

4.               The Partnership’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the Company and we have:

 

(d)         designed such disclosure controls andprocedures to ensure that material information relating to the Partnership,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

(e)          evaluated the effectiveness of thePartnership’s disclosure controls and procedures as of a date (the “EvaluationDate”) within 90 days prior to the filing date of this annual report; and

 

(f)            presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.               The Partnership’s other certifyingofficer and I have disclosed, based on our most recent evaluation, to thePartnership’s auditors and the audit committee of the Partnership’s board ofdirectors (or persons performing the equivalent function):

 

(c)          all significant deficiencies in thedesign or operation of internal controls which could adversely affect thePartnership’s ability to record, process, summarize and report financial dataand have identified for the Partnership’s auditors any material weaknesses ininternal controls; and

 

(d)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in thePartnership’s internal controls; and

 

6.               The Partnership’s other certifyingofficer and I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the Evaluation Date,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date:  July  14, 2003 | /s/ Marc N. Teal                      |   |
|----------------------------|---------------------------------------|--------|
|                       | Marc N. Teal, Chief Financial Officer |

 

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